New York, March 19 - Valley National Bancorp will acquire Greater Community Bancorp, the two companies announced Wednesday.
Meanwhile Greater Community and Oritani Financial Corp. ended their proposed transaction.
Valley National Bancorp, the holding company for Valley National Bank, will issue 0.95 shares for each outstanding common share of Greater Community.
In addition, for each 10 shares of Greater Community, Valley will issue a warrant to buy one share at a price equal to $2.00 above Valley's average closing stock price for a period of time prior to closing, as specified in the merger agreement. Cash will be paid in lieu of fractional shares and warrants.
Based on Valley's closing stock price of $19.96 on March 19, it will pay $167 million for Greater Community.
Valley anticipates that the transaction will be accretive to earnings within the first full year of operations, as Valley intends to realize 30% or more of non-interest expense cost savings.
"We are pleased to announce the merger with Greater Community which is consistent with Valley's strategy of targeted growth, organically or through acquisition, within its northern and central New Jersey footprint," said Gerald H. Lipkin, Valley's chairman, president and chief executive officer, in a news release.
Closing is expected late in the third quarter, subject to regulatory approvals, the support of Greater Community's shareholders and other customary conditions.
John L. Soldoveri, who owns approximately 10% of Greater Community's stock, has signed an agreement to vote in favor of the merger.
MG Advisors, Inc. and Stifel, Nicolaus & Co., Inc. were financial advisors to Valley and Day Pitney LLP was legal counsel. Sandler O'Neill + Partners, LP and Kafafian Group, Inc. were financial advisors to Greater Community and Quarles & Brady LLP was legal counsel.
Meanwhile Greater Community and Oritani terminated their proposed merger dating from Nov. 13, 2007.
Oritani had agreed to acquire Greater Community in a stock and cash deal valued at $187 million, or $21.40 per share. The consideration mix was to be 60% stock and 40% cash.
Greater Community will pay $700,000 to Oritani, which has released it from the break-up fee.
Wayne, N.J.-based Valley is a regional bank holding company. Greater Community is based in Totowa, N.J., and is the holding company for Greater Community Bank.
| Acquirer: | Valley National Bancorp
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| Target: | Greater Community Bancorp
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| Announcement date: | March 19
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| Transaction total: | $167 million
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| Price per share: | 0.95 shares plus 0.1 warrant exercisable at $2.00
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| Expected closing: | Late in third quarter
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| Stock price of target: | Nasdaq: GFLS: $15.25 at close March 19
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