MUTUAL TERMINATION AGREEMENT
Exhibit 10.1
This MUTUAL TERMINATION AGREEMENT is entered into as of March 19, 2008 (this “Agreement”), by
and among Oritani Financial Corp., a federal corporation (“OFC”), and Greater Community Bancorp, a
New Jersey corporation (“GCB”).
RECITALS
WHEREAS, OFC and GCB are parties to that certain Agreement and Plan of Merger dated as of
November 13, 2007 (the “Merger Agreement”) (capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement); and
WHEREAS, the board of directors of OFC and the board of directors of GCB have determined that
it is in the best interests of their respective corporations and stockholders to terminate the
Merger Agreement as provided herein effective immediately upon execution of this Agreement; and
WHEREAS, GCB has advised OFC that GCB intends to enter into a merger agreement with Valley
National Bancorp (“Valley National”), upon execution of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the agreements set forth herein, and
intending to be legally bound hereby, the parties agree as follows:
1. Termination of Merger Agreement.
(a) Pursuant to Section 11.1.1 of the Merger Agreement, and effective immediately upon the
execution of this Agreement, the Merger Agreement is hereby terminated and shall be of no further
force or effect, and there shall be no further obligations, or restrictions on future activities on
the part of OFC or GCB, except as otherwise explicitly set forth in this Agreement.
(b) As a result of the termination of the Merger Agreement as set forth in (a) above, OFC and
GCB agree and acknowledge that the GCB Voting Agreements, the MHC Voting Agreement and the
Noncompete Agreement between OFC and Xxxxxxx X. Xxxxx, Xx. dated November 13, 2007, shall each
terminate effective immediately upon execution of this Agreement, and shall be of no further force
or effect. OFC and GCB shall mutually agree on the form of notification to be sent by GCB to its
employees who are party to Executive Retention Agreements with OFC and GCB pursuant to the Merger
Agreement and shall cooperate to timely notify those government agencies with which regulatory
applications relating to the matters contemplated by the Merger Agreement were filed of the
termination of the Merger Agreement.
2. Survival of Confidentiality Obligations and Agreement.
(a) Notwithstanding anything contained in this Agreement to the contrary, the provisions of
the Confidentiality Agreement dated as of August 30, 2007 between GCB and OFC (the “Confidentiality
Agreement”) shall survive and remain in full force and effect in accordance with its terms.
(b) Each of GCB and OFC shall promptly return or use its reasonable efforts to destroy all
agreements, documents, contracts, instruments, books, records, materials and other information (in
any format) (“Proprietary Information”) of the other party (except for such agreements, documents,
contracts, instruments, books, records, material and other information that is otherwise publicly
available), as well as all copies, reproductions, summaries, analyses or extracts thereof or based
thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer
files) in the party’s possession or in the possession of any of its representatives.
Notwithstanding the return or destruction of any Proprietary Information, or documents or material
containing or reflecting any Proprietary Information, the parties will continue to be bound by
their obligations of confidentiality and other obligations under the Confidentiality Agreement.
3. Mutual Discharge and Release. Each party hereto, on behalf of itself and its
affiliates, subsidiaries, directors, and to the extent legally permissible, its officers and
employees, and the successors and assigns of each of them (each, a “Releasing Party”),
hereby fully, finally and forever releases the other party hereto and each of its respective
affiliates, subsidiaries, directors, officers, stockholders, employees, agents, financial and legal
advisors and other representatives, and the successors and assigns of each of them, from any and
all liabilities and obligations, claims, causes of action and suits, at law or in equity, whether
arising under any United States federal, state or local or any foreign law or otherwise, that any
Releasing Party has, has had or may have, arising out of, relating to, or in connection with the
Merger Agreement and the transactions contemplated thereby, including, without limitation, any
liability or obligation arising out of any breach of any representation, warranty, covenant or
agreement contained in the Merger Agreement, provided that nothing in this Section 3 shall
impair the survival and full force of the terms of the Confidentiality Agreement. By authorizing
the execution of this Agreement, each member of the board of directors of each party acknowledges
and agrees (and shall be estopped from arguing otherwise) that they are bound by this release.
4. Expenses.
(a) Except as provided in (b) below, each party agrees that it shall bear all costs and
expenses incurred by it and its affiliates and subsidiaries in connection with the Merger Agreement
and the transactions contemplated thereby, and this Agreement, without recourse to the other party.
(b) Immediately following the execution of this Agreement by OFC and GCB, GCB shall pay
$700,000 to OFC. (the “OFC Payment”) via wire transfer in accordance with written instructions
provided by OFC, which shall be paid in full satisfaction of any and all claims that OFC and its
affiliates and subsidiaries may have against either GCB or the Valley National or their respective
affiliates, subsidiaries, officers and directors in connection with the Merger Agreement,
including, without limitation any fee payable pursuant to Section 11.2.2 of the Merger Agreement,
it being agreed
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that the acceptance of this OFC Payment will constitute the sole and exclusive remedy of OFC
against GCB, its affiliates and subsidiaries and their respective officers and directors.
5. Representations and Warranties. Each of OFC and GCB hereby represents and warrants to
the other party that: (a) it has full power and authority to enter into this Agreement and to
perform its obligations hereunder in accordance with the provisions of this Agreement, (b) this
Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement
constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
and remedies generally and to general principles of equity, whether applied in a court of law or a
court of equity. Each party agrees that no party is in breach or default of the Merger Agreement,
and each party has agreed to the terms of, and has executed, this Agreement without admitting any
liability or wrongdoing of any nature.
6. Public Announcement. Promptly following the execution of this Agreement, OFC will issue
the press release (the “OFC Press Release”) attached as Exhibit 1 to this Agreement, and GCG will
issue the press release attached as Exhibit 2 to this Agreement, provided, however, that said OFC
Press Release shall not be issued or otherwise made public prior to the public announcement of the
business combination between the Valley National and GCB. Except as required by law or applicable
listing agreement, and except for any announcement by GCB as to entering into a business
combination agreement with Valley National no other press release or other form of public
announcement shall be issued regarding this Agreement and the termination of the Merger Agreement
by either OFC or GCB without the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed and OFC and GCB agree that they shall not file a Current Report on
Form 8-K with the Securities and Exchange Commission pursuant to the requirement of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)with respect to the termination of the Merger
Agreement as contemplated hereby prior to the public announcement of the business combination
between the Valley National and GCB, unless such failure to file would result in a violation of law
or of its reporting obligations under the Exchange Act. Notwithstanding the foregoing, both OFC
and GCB will be permitted to make reference to the matters addressed in this Agreement (but only
after the earlier of the public announcement of the business combination between the Valley
National and GCB or four business days after the execution hereof) in other press releases or
required filings with the Securities and Exchange Commission, provided that such references are
consistent in substance with the Press Release or are required by applicable law or listing
requirements and each may issue general communications regarding the termination of the Merger
Agreement to its employees and customers. OFC agrees that the joint press release to be issued by
GCB and Valley National that is attached to this Agreement as Exhibit 3 is consistent with the
requirements of this paragraph.
7. Waiver. In accordance with Section 11.3 of the Merger Agreement and by its execution of
this Agreement (and without regard to GCB’s execution of this Agreement), Oritani hereby waives
compliance by GCB (including its Subsidiaries and Representatives) with Section 6.10 of the Merger
Agreement with respect to any actions taken by GCB on March 19, 2008.
8. Notices. All notices or other communications hereunder shall be in writing and shall be
deemed given if delivered by receipted hand delivery or mailed by prepaid registered or certified
mail (return receipt requested) or by recognized overnight courier addressed as follows:
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If to GCB, to:
|
Xxxxxxx X. Xxxxx, Xx. | ||
| Chairman, President and Chief Executive Officer | |||
| Greater Community Bancorp | |||
| 00 Xxxxx Xxxxxxxxx | |||
| Xxxxxx, Xxx Xxxxxx 00000 | |||
| Fax: (000) 000-0000 | |||
With required copies to:
|
Xxxxxx X. Xxxxxxx, Esq | ||
| Xxxxxxx & Xxxxx LLP | |||
| 000 Xxxx Xxxxxxxxx Xxxxxx | |||
| Xxxxxxxxx, Xxxxxxxxx 00000 | |||
| Fax: (000) 000-0000 | |||
If to OFC, to:
|
Xxxxx X. Xxxxx. | ||
| Chairman, President and Chief Executive Officer | |||
| Oritani Financial Corp. | |||
| 000 Xxxxxxx Xxxxxx | |||
| Xxxxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx 00000 | |||
| Fax: (000) 000-0000 | |||
With required copies to:
|
Xxxx X. Xxxxxx, Esq. | ||
| Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. | |||
| 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 | |||
| Xxxxxxxxxx, X.X. 00000 | |||
| Fax: (000) 000-0000 |
or such other address as shall be furnished in writing by any party, and any such notice or
communication shall be deemed to have been given: (a) as of the date delivered by hand;
(b) three (3) business days after being delivered to the U.S. mail, postage prepaid; or (c) one (1)
business day after being delivered to the overnight courier.
8. Complete Agreement. This Agreement, along with the Confidentiality Agreement, contains
the entire agreement and understanding of the parties with respect to its subject matter. There are
no restrictions, agreements, promises, warranties, covenants or undertakings between the parties
other than those expressly set forth herein or therein. This Agreement supersedes, terminates and
renders of no further force or effect all prior or contemporaneous agreements and understandings
(other than the Confidentiality Agreement) between the parties, both written and oral, with respect
to its subject matter.
10. Amendment; Modification. This Agreement may be amended, modified or supplemented only
by a written agreement executed by the parties hereto.
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11. Severability. In the event that any one or more provisions of this Agreement shall for
any reason be held invalid, illegal or unenforceable in any respect, by any court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement and the parties shall use their reasonable efforts to substitute a valid, legal
and enforceable provision which, insofar as practical, implements the purposes and intents of this
Agreement.
12. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey, without giving effect to the conflict of law provisions
thereof (except to the extent that mandatory provisions of federal law are applicable). This
Agreement shall be binding upon any successor to OFC or GCB. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any of the provisions of this Agreement.
13. Counterparts. This Agreement may be executed in one or more counterparts all of which
shall be considered one and the same agreement and each of which shall be deemed an original. A
facsimile copy of a signature page shall be deemed to be an original signature page.
14. Headings. The headings in this Agreement have been inserted solely for ease of
reference and should not be considered in the interpretation or construction of this Agreement.
15. Miscellaneous. In the event any action in law or equity or other proceeding is brought
for the enforcement of this Agreement or in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to its attorney’s fees and other costs reasonably
incurred in such action or proceeding.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.
| ORITANI FINANCIAL CORP. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| Chairman, President and Chief Executive Officer | ||||
| GREATER COMMUNITY BANCORP |
||||
| By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||
| Xxxxxxx X. Xxxxx, Xx. | ||||
| Chairman, President and Chief Executive Officer | ||||
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EXHIBIT 1 TO MUTUAL TERMINATION AGREEMENT
FOR IMMEDIATE RELEASE
March 19, 2008
Xxxxx X. Xxxxx
Chairman, President and CEO
Oritani Financial Corp.
(000) 000-0000
Chairman, President and CEO
Oritani Financial Corp.
(000) 000-0000
Oritani Financial Corp. Announces Mutual Termination
of Merger Agreement with Greater Community Bancorp
of Merger Agreement with Greater Community Bancorp
TOWNSHIP OF WASHINGTON, NJ. Oritani Financial Corp. (MHC) (“Oritani”) (NASDAQ: “ORIT”) the
holding company for Oritani Savings Bank, announced today that it entered into a mutual termination
agreement with Greater Community Bancorp (“Greater Community”) (NASDAQ: “GFLS”), the holding
company for Greater Community Bank, terminating the Agreement and Plan of Merger that the parties
previously executed on November 13, 2007. Greater Community has announced via a separate press
release that it has entered into an agreement and plan of merger with Valley National Bancorp.
Oritani’s Board of Directors concluded that the mutual termination of the merger agreement was
in the best interests of Oritani stockholders. In connection with the termination, the companies
have entered into a mutual termination agreement, whereby they have agreed to release each other
from any claims relating to the proposed merger. Greater Community will pay $700,000 to Oritani
under the mutual termination agreement, and Oritani has released Greater Community from any further
break-up fee in connection with the merger agreement.
Xx. Xxxxx, Chairman, President and Chief Executive Officer of Oritani, commented that: “The
valuations in the banking industry have changed dramatically since this transaction was initially
negotiated. Consequently, the benefits currently projected to our shareholders are no longer what
we expected when we entered into this transaction. Combining this situation with the shareholder
opposition encountered by Greater Community led us to believe that the termination of
the transaction was in our mutual best interests. We wish Greater Community and Valley National
Bancorp every success as they move forward. We are pleased to have received a payment today that
reimburses us for our merger-related expenses.”
About Oritani Financial Corp. (MHC) and Oritani Savings Bank
Oritani Financial Corp. is the holding company for Oritani Savings Bank, which was founded in 1911
and offers a full range of retail and commercial loan and deposit products. Oritani Savings Bank is
dedicated to providing exceptional personal service to individual and business customers in
northern New Jersey and has long been considered a leader in the field of multifamily and
commercial lending. Oritani Savings Bank currently operates its main office and 18 full service
branches in the New Jersey Counties of Bergen, Xxxxxx and Passaic. As of December 31, 2007,
Oritani Financial Corp. had
consolidated assets of $1.3 billion, deposits of $687.2 million and stockholders’ equity of $280.0
million.
On January 24, 2007 Oritani completed its initial public offering in which 30% of Oritani’s stock
was sold to the public, 2% was donated to the OritaniSavingsBank Charitable Foundation, with the
remaining 68% of Oritani’s stock held by Oritani Financial MHC, a mutual holding company. Oritani
Financial Corp. established the OritaniSavingsBank Charitable Foundation as a non- profit
organization dedicated to assisting other non-profit organizations that seek to improve the quality
of life for people in the communities served by Oritani Savings Bank. Oritani Financial Corp.
contributed $1 million in cash and 811,037 shares of stock to fund the Foundation. To date, the
Foundation has given out over $350,000 in grants and donations.
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EXHIBIT 2 TO MUTUAL TERMINATION AGREEMENT
FOR IMMEDIATE RELEASE
March 19, 2008
Greater Community Bancorp Announces Mutual Termination
of Merger Agreement with Oritani Financial Corp.
of Merger Agreement with Oritani Financial Corp.
TOTOWA, NJ. Greater Community Bancorp (“Greater Community”) (NASDAQ: “GFLS”), the holding
company for Greater Community Bank, announced today that it had entered into a mutual termination
agreement with Oritani Financial Corp. (“Oritani”) (NASDAQ: “ORIT”), the holding company for
Oritani Savings Bank, terminating the agreement and plan of merger that the parties previously
executed on November 13, 2007. Greater Community has announced via a separate press release that
it has entered into an agreement and plan of merger with Valley National Bancorp.
Pursuant to the mutual termination agreement, the parties have agreed to release each other
from any claims relating to the proposed merger between Greater Community and Oritani. Greater
Community will pay $700,000 to Oritani under the mutual termination agreement and Oritani has
released Greater Community from any obligation to pay a break-up fee in connection with the merger
with Valley National Bancorp.
About Greater Community Bancorp and Greater Community Bank
Greater Community Bancorp is a financial holding company headquartered in Totowa, New Jersey.
Greater Community operates 16 full-service branches in the northern New Jersey counties of Bergen,
Passaic and Xxxxxx through its state-chartered commercial bank subsidiary Greater Community Bank.
Greater Community Bank provides traditional commercial and retail banking services to businesses
and consumers in New Jersey and, through its subsidiary Highland Capital Corp., provides equipment
leasing and financing. Greater Community Bancorp also offers traditional insurance products through
its Greater Community Insurance Services, LLC subsidiary, and title insurance and settlement
services through its Greater Community Title LLC subsidiary. In addition, Greater Community
Financial, a division of Greater Community Bank, provides a wide range of investment products and
services exclusively through Xxxxxxx Xxxxx Financial Services, Inc., member FINRA/SIPC. (Securities
are not FDIC insured or bank guaranteed, and are subject to risk and may lose value). Insurance
policies and tax services are not insured by the FDIC or any federal government agency, may lose
value, and are not a deposit of or guaranteed by Greater Community Bank or any bank affiliate.
For more information, please contact:
Xxxxxxx X. Xxxxx, Xx.
Chairman, President and CEO
Greater Community Bancorp
(000) 000-0000
Chairman, President and CEO
Greater Community Bancorp
(000) 000-0000
Forward-Looking Statements
This release contains forward-looking statements relating to present or future trends or factors
affecting the banking industry, and specifically the financial condition and results of operations,
including without limitation, statements relating to the earnings outlook of Greater Community, as
well as its operations, markets and products. Actual results could differ materially from those
indicated. Among the important factors that could cause results to differ materially are interest
rate changes, change in economic climate, which could materially impact credit quality trends and
the ability to generate loans, changes in the mix of Greater Community’s business, competitive
pressures, changes in accounting, tax or regulatory practices or requirements, resolution of tax
reviews, whether and when the transactions contemplated by the merger agreement with Oritani
Financial Corp. will be consummated, and those risk factors detailed in Greater Community’s
periodic reports and registration statements filed with the Securities and Exchange Commission.
Greater Community undertakes no obligation to release revisions to these forward-looking statements
or reflect events or circumstances after the date of this release.
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EXHIBIT 3 TO MUTUAL TERMINATION AGREEMENT
FOR IMMEDIATE RELEASE
|
Contact: | Xxxx X. Xxxxx | |
| Executive Vice President and CFO | |||
| Valley National Bancorp | |||
| 000-000-0000 | |||
| Xxxxxxx X. Xxxxx, Xx. | |||
| Chairman, President and CEO | |||
| Greater Community Bancorp | |||
| 973-942-1111 |
VALLEY NATIONAL BANCORP TO ACQUIRE GREATER COMMUNITY BANCORP
WAYNE, NJ and TOTOWA, NJ — March 19, 2008 — Valley National Bancorp (NYSE:VLY) (“Valley”), the
holding company for Valley National Bank, and Greater Community Bancorp (NASDAQ: GFLS) (“Greater
Community”) jointly announced today that they have entered into a merger agreement by which Greater
Community will merge with and into Valley. Greater Community is the holding company for Greater
Community Bank, a commercial bank with approximately $1.0 billion in assets and 16 full-service
branches in the northern New Jersey counties of Bergen, Passaic and Xxxxxx. Pursuant to the merger
agreement, Greater Community Bank will be merged with and into Valley National Bank.
Xxxxxx X. Xxxxxx, Valley’s Chairman, President & CEO noted, “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. Greater Community
offers Valley an opportunity to strengthen its position within a very competitive market, while
benefiting both companies’ current customers and shareholders. Furthermore, both institutions have
a longstanding commitment to credit quality, sound loan underwriting standards and no exposure to
subprime loans. With Valley’s higher lending limits, this merger should allow us to expand upon a
number of Greater Community’s loan relationships. We anticipate that the combination of our
companies will also strengthen Valley’s deposit market share in Bergen, Passaic and Xxxxxx
Counties.”
“We feel the merger with Valley represents an excellent opportunity for our customers and
shareholders, as well as a cultural fit for our employees” said Greater Community’s Chairman,
President and CEO, Xxxxxxx X. Xxxxx, Xx. Xx. Xxxxx continued, “Within a short time after close,
our customers will have access to Valley’s 176 branch locations, in addition to our current
branches, to conduct their business and have immediate access to Valley’s network of 221 ATMs, free
of service charges. Valley’s large presence in and outside of our markets will allow our employees
to leverage these resources with their talents to benefit our customer needs, and ultimately our
shareholders.”
Xxxx X. Xxxxxxxxx, a shareholder of Greater Community who owns approximately 10% of Greater
Community’s outstanding common stock, has informed Greater Community that he will support the
transaction with Valley and has signed an agreement to vote in favor of the merger.
Under the terms of the merger agreement, which has been unanimously approved by the board of
directors of both companies, Valley will issue 0.95 shares of its common stock for each outstanding
common share of Greater Community. In addition, for each ten shares of Greater Community held,
Valley will issue one warrant
to buy one share of Valley common stock 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, and holders of Greater Community stock options
will be entitled to a cash payment, calculated in accordance with the terms of the merger
agreement. Based on Valley’s March 19, 2008 closing price of $19.96, the total consideration is
estimated to be $167 million. As a result of the transaction, Valley expects to record
approximately $117 million, net of tax, of intangible assets, comprised of $11 million of core
deposit intangibles, $3.0 of purchase accounting market value adjustments, $8.5 million of
non-recurring charges and $94.5 million of goodwill.
The pricing multiples are consistent with those of Valley’s past transactions. The estimated price
to earnings ratio is 18.0x trailing 12-month earnings and the price to tangible book value multiple
is 265%. 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 on this “in market” merger. The impact to Valley’s capital ratios will be largely neutral,
with Valley’s book value per common share increasing approximately 10% from $7.92 to $8.70, its
tangible book value per common share remaining relatively flat at $6.21 and the total capital ratio
declining from 11.35% to 11.27%. Upon consummation of the merger, Valley will have a total of 192
branches, approximately $13.8 billion in total assets, $9.3 billion of loans, $8.8 billion of
deposits, goodwill and intangibles of $322 million and capital of $1.1 billion. See the table
below for additional pro forma data.
Valley anticipates the closing of the merger will occur late in the third quarter of 2008,
contingent upon receiving regulatory approvals, approval by the Greater Community shareholders and
other customary closing conditions.
MG Advisors, Inc. and Xxxxxx, Xxxxxxxx & Company, Incorporated, served as financial advisors to
Valley in the transaction, and Xxx Xxxxxx LLP served as legal counsel. Sandler X’Xxxxx + Partners,
L.P. and The Xxxxxxxx Group, Inc. acted as financial advisors to Greater Community and Xxxxxxx &
Xxxxx LLP provided legal counsel.
Valley is a regional bank holding company with over $12.7 billion in assets, headquartered in
Wayne, New Jersey. Its principal subsidiary, Valley National Bank, currently operates 176 branches
in 114 communities serving 13 counties throughout northern and central New Jersey and Manhattan,
Brooklyn and Queens. Valley is one of the largest commercial banks headquartered in New Jersey and
is committed to providing the most convenient service, the latest in product innovations and an
experienced and knowledgeable staff with a high priority on friendly customer service 24 hours a
day, 7 days a week. Valley offers a wide range of deposit products, mortgage loans and cash
management services to consumers and businesses including products tailored for the medical,
insurance and leasing business. Valley’s comprehensive delivery channels enable customers to bank
in person, by telephone or online.
For more information about Valley National Bank and its products and services, please visit
xxx.xxxxxxxxxxxxxxxxxx.xxx or call Customer Service 24/7 at 0-000-000-0000.
Greater Community is a financial holding company headquartered in Totowa, New Jersey. Greater
Community operates 16 full-service branches in the northern New Jersey counties of Bergen, Passaic
and Xxxxxx through its state-chartered commercial bank subsidiary Greater Community Bank. Greater
Community Bank provides traditional commercial and retail banking services to businesses and
consumers in New Jersey and, through its subsidiary Highland Capital Corp., provides equipment
leasing and financing. Greater Community Bancorp also offers traditional insurance products through
its Greater Community Insurance Services, LLC subsidiary, and
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title insurance and settlement services through its Greater Community Title LLC subsidiary. In
addition, Greater Community Financial, a division of Greater Community Bank, provides a wide range
of investment products and services exclusively through Xxxxxxx Xxxxx Financial Services, Inc.,
member FINRA/SIPC. (Securities are not FDIC insured or bank guaranteed, and are subject to risk and
may lose value). Insurance policies and tax services are not insured by the FDIC or any federal
government agency, may lose value, and are not a deposit of or guaranteed by Greater Community Bank
or any bank affiliate.
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Selected Consolidated Unaudited Pro Forma Financial Data of Valley and Greater Community
The following table shows selected consolidated pro forma financial data reflecting the merger of
Greater Community with Valley, assuming the companies had been combined at December 31, 2007. The
pro forma amounts reflect certain purchase accounting adjustments, which are based on estimates
that are subject to change depending on fair values as of the merger completion date. This
information also does not necessarily reflect what the historical financial condition or results
of operations of the combined company would have been had Valley and Greater Community been
combined as of December 31, 2007.
| As of December 31, 2007 | ||||||||||||
| Greater | Combined | |||||||||||
| Valley | Community | Pro Forma | ||||||||||
| ($ in thousands) | (Unaudited) | |||||||||||
BALANCE SHEET ITEMS: |
||||||||||||
Assets |
$ | 12,748,959 | $ | 975,990 | $ | 13,830,555 | ||||||
Loans: |
||||||||||||
Commercial |
1,563,150 | 126,252 | 1,689,402 | |||||||||
Commercial Mortgage (includes
Construction) |
2,773,151 | 524,448 | 3,297,599 | |||||||||
Residential Mortgage |
2,063,242 | 144,164 | 2,207,406 | |||||||||
Consumer |
2,096,678 | 8,001 | 2,104,679 | |||||||||
Total Loans |
8,496,221 | 802,865 | 9,299,086 | |||||||||
Intangible Assets |
204,547 | 11,574 | 321,727 | |||||||||
Deposits: |
||||||||||||
Non-interest bearing |
1,929,555 | 166,550 | 2,096,105 | |||||||||
Savings, NOW and money market |
3,382,474 | 360,636 | 3,743,110 | |||||||||
Time |
2,778,975 | 222,286 | 3,001,261 | |||||||||
Total Deposits |
8,091,004 | 749,472 | 8,840,476 | |||||||||
Shareholders’ equity |
949,060 | 72,389 | 1,115,776 | |||||||||
CAPITAL RATIOS: |
||||||||||||
Book Value |
$ | 7.92 | $ | 8.31 | $ | 8.70 | ||||||
Tangible Book Value |
6.21 | 6.98 | 6.19 | |||||||||
Tier 1 leverage ratio |
7.62 | % | 8.61 | % | 7.06 | % | ||||||
Risk-based capital — Tier 1 |
9.55 | 10.22 | 9.28 | |||||||||
Risk-based capital — Total Capital |
11.35 | 11.49 | 11.27 | |||||||||
ASSET QUALITY: |
||||||||||||
Loans past due 90 days or more and still accruing |
$ | 8,462 | $ | 0 | $ | 0 | ||||||
Non-accrual loans |
$ | 30,623 | $ | 1,984 | $ | 0 | ||||||
Other real estate owned |
609 | 0 | 0 | |||||||||
Other repossessed assets |
1,466 | 0 | 0 | |||||||||
Total non-performing assets |
$ | 32,698 | $ | 1,984 | $ | 0 | ||||||
Troubled debt restructured loans |
$ | 8,363 | $ | 37 | $ | 0 | ||||||
ASSET QUALITY RATIOS: |
||||||||||||
Non-performing assets to total loans |
0.38 | % | 0.25 | % | 0.37 | % | ||||||
Allowance for loan losses to total loans |
0.86 | 1.39 | 0.90 | |||||||||
Allowance for credit losses to total loans |
0.88 | 1.39 | 0.93 | |||||||||
Net charge-offs to average loans |
0.14 | 0.05 | 0.13 | |||||||||
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Additional Information and Where to Find it
In connection with the proposed merger, Valley intends to file a proxy statement/prospectus with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the registration statement
(when available) and other documents filed by Valley and Greater Community with the Commission at
the Commission’s web site at xxx.xxx.xxx. Valley’s documents may be accessed and downloaded for
free at Valley’s web site at xxxx://xxx.xxxxxxxxxxxxxxxxxx.xxx/xxxxxxx.xxxx or by directing a
request to Xxxxxx X. Xxxxx, First Senior Vice President, Valley National Bancorp, at 0000 Xxxxxx
Xxxx, Xxxxx, Xxx Xxxxxx 00000, telephone (000) 000-0000, and Greater Community’s documents may be
accessed and downloaded for free at xxxx://xxx.xxxxxxxxxxxxxxxx.xxx/xxxxxxxxx0.xxxx or by directing
a request to Xxxxxxx X. Xxxxx, Xx., Chairman, President and CEO, Greater Community Bancorp, at 00
Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000, telephone (000) 000-0000.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Greater Community
Bancorp. However, Valley, Greater Community, their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from Greater
Community’s shareholders in respect of the proposed transaction. Information regarding the
directors and executive officers of Valley may be found in its definitive proxy statement relating
to its 2008 Annual Meeting of Shareholders, which was filed with the Commission on March 6, 2008
and can be obtained free of charge from Valley’s website. Information regarding the directors and
executive officers of Greater Community may be found in its 2007 Annual Report on Form 10-K, which
was filed with the Commission on March 12, 2008 and can be obtained free of charge from Greater
Community’s website. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are not historical facts and include expressions
about management’s confidence and strategies and management’s expectations about new and existing
programs and products, relationships, opportunities, taxation, technology and market conditions.
These statements may be identified by such forward-looking terminology as “expect,” “believe,”
“view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or
similar statements or variations of such terms. Such forward-looking statements involve certain
risks and uncertainties. Actual results may differ materially from such forward-looking
statements. Factors that may cause actual results to differ from those contemplated by such
forward-looking statements include, but are not limited to, the following: failure to obtain
shareholder or regulatory approval for the merger of Greater Community with Valley or to satisfy
other conditions to the merger on the proposed terms and within the proposed timeframe; the
inability to realize expected cost savings and synergies from the merger of Greater Community with
Valley in the amounts or in the timeframe anticipated; changes in the estimate of non-recurring
charges; costs or difficulties relating to integration matters might be greater than expected;
material adverse changes in Valley’s or Greater Community’s operations or earnings; the inability
to retain Greater Community’s customers and employees; or a decline in the economy in Valley’s
primary market areas, mainly in New Jersey and New York.
Valley and Greater Community assume no obligation for updating any such forward-looking statement
at any time.
15
