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© 2015 Valley National Bank. Member FDIC. Equal Opportunity
Lender. All Rights Reserved. 2
Forward Looking Statements
This presentation 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, acquisitions, relationships,
opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward- looking terminology as “should,” “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 materially from those contemplated by such forward-looking statements include, but are not limited to: failure to obtain shareholder or regulatory approval for our merger with CNLBancshares, Inc. (“CNL”) or to satisfy other
conditions to the merger (the “Merger”) on the proposed
terms and within the proposed timeframe including, without limitation, delays in closing the Merger; adverse reaction to the Merger by CNL’s customers or employees; the diversion of management’s time on issues relating to the Merger; the inability to realize expected cost savings and
synergies from the Merger 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 our operations or earnings; a severe decline in the general economic conditions of New Jersey, the
New York Metropolitan area or Florida; unexpected changes in
market interest rates for interest earning assets and/or interest bearing liabilities; less than expected cost savings from long-term borrowings that mature from 2015 to 2018; government intervention in the U.S. financial system and the effects of and changes in trade,
monetary and fiscal policies and laws, including the interest
rate policies of the Federal Reserve; claims and litigation pertaining to fiduciary responsibility, contractual issues, environmental laws and other matters; higher than expected loan losses within one or more segments of our loan portfolio; declines in value in our
investment portfolio, including additional
other-than-temporary impairment charges on our investment securities; unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments or other factors; unanticipated credit deterioration in our loan portfolio;
unanticipated loan delinquencies, loss of collateral, decreased
service revenues, and other potential negative effects on our business caused by severe weather or other external events; higher than expected tax rates, including increases resulting from changes in tax laws, regulations and case law; an unexpected decline in real estate values
within our market areas; higher than expected FDIC insurance
assessments; the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships; lack of liquidity to fund our various cash obligations; unanticipated reduction in our deposit base; potential
acquisitions that may disrupt our business; legislative and
regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations) subject us to additional regulatory oversight which may result in higher compliance costs and/or require us to change our business model; changes in
accounting policies or accounting standards; our inability to
promptly adapt to technological changes; our internal controls and procedures may not be adequate to prevent losses; the inability to realize expected revenue synergies from the 1st United Bancorp, Inc. (“1st United”) merger in the amounts or in
the timeframe anticipated; inability to retain customers and
employees, including those of 1st United; lower than expected cash flows from purchased credit-impaired loans; cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems to obtain unauthorized access to confidential information,
destroy data, disable or degrade service, or sabotage our
systems; future goodwill impairment due to changes in our business, changes in market conditions, or other factors; and other unexpected material adverse changes in our operations or earnings. A detailed discussion of factors that could affect our results is
included in our SEC filings, including the “Risk
Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Valley has filed a shelf registration statement (File No. 333-202916) (including base prospectus) and related preliminary prospectus
supplements dated June 16, 2015 with the Securities and Exchange
Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and related applicable preliminary prospectus supplement and any other documents that Valley has filed with
the SEC for more information about Valley and the
offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus and the related preliminary prospectus
supplement if you request it by calling Sandler O’Neill +
Partners, L.P. toll-free at 866-805-4128. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this free writing
prospectus, or any related prospectus supplement or prospectus,
is truthful or complete. Any representation to the contrary is a criminal offense. |