WAYNE, N.J., Dec. 1, 2015 /PRNewswire/ -- Valley National
Bancorp (NYSE: VLY) ("Valley"), the holding company of Valley
National Bank, announced that its merger with CNLBancshares, Inc.
("CNL") (OTC Pink: CNLB) was completed effective December 1, 2015.
Valley will issue approximately 21 million shares of common
stock in the transaction. Valley's average closing share
price of $10.7815 during the 20
trading day period ending 5 days prior to closing was greater than
the $10.13 collar, and therefore,
pursuant to the terms of the merger agreement, the exchange ratio
was adjusted from 0.75 to 0.705. Accordingly, the common
shareholders of CNL will receive 0.705 of a share of Valley common
stock for each share of CNL common stock that they own.
Also effective December 1, 2015,
CNLBank, CNL's principal subsidiary commercial bank with its 16
branches was merged into and under the name Valley National Bank.
The branch network will allow us to service Florida's west coast markets of Naples, Bonita
Springs, Fort Myers and
Sarasota. In addition, we have added three offices in the
Jacksonville area, expanded our
presence in the Orlando market and
with three additional locations strengthened our position in the
Boca Raton, Fort Lauderdale, and Coral Gables markets. These branches
added to the branches we already had in place will now allow us to
cover most major markets in central and southern Florida.
Full systems integration is expected to be completed during the
first quarter of 2016.
"The acquisition of CNL further demonstrates our commitment to
support the recent growth in our Florida market," said Gerald H. Lipkin, Chairman, President & CEO
of Valley. Mr. Lipkin added, "CNL will help us significantly grow
our Florida banker team, through
the addition of many seasoned and highly regarded bankers and
provide us with a new or reinforced presence in Florida's major population centers. This
acquisition complements our continuing effort to expand the Valley
brand throughout our Florida,
New Jersey and New York footprints. Our outlook for
Florida remains very positive and
we are focused on supporting growth in that region through other
acquisitions or de novo opportunities."
About Valley
Valley National Bancorp is a regional bank holding company
headquartered in Wayne, New Jersey
with over $19 billion in assets. Its
principal subsidiary, Valley National Bank, currently operates 211
branch locations serving 24 counties throughout northern and
central New Jersey, the
New York City boroughs of
Manhattan, Brooklyn, Queens and Long
Island, and Florida. Valley
National Bank 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. For more information about Valley National Bank and its
products and services, please visit www.valleynationalbank.com or
call our 24/7 Customer Service Center at 800-522-4100.
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,
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:
- weakness or a decline in the U.S. economy, in particular in
New Jersey, the New York Metropolitan area (including
Long Island) and Florida;
- unexpected changes in market interest rates for interest
earning assets and/or interest bearing liabilities;
- less than expected cost savings from the prepayment or maturity
of long-term borrowings from 2015 to 2018;
- less than expected cost savings from Valley's Branch Efficiency
and Cost Reduction Plans in 2016 and 2017;
- claims and litigation pertaining to fiduciary responsibility,
contractual issues, environmental laws and other matters;
- 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;
- government intervention in the U.S. financial system and the
effects of and changes in trade and monetary and fiscal policies
and laws, including the interest rate policies of the Federal
Reserve;
- our inability to pay dividends at current levels, or at all,
because of inadequate future earnings, regulatory restrictions or
limitations, and changes in the composition of qualifying
regulatory capital and minimum capital requirements (including
those resulting from the U.S. implementation of Basel III
requirements);
- 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;
- lower than expected cash flows from purchased credit-impaired
loans;
- 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;
- a 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;
- future goodwill impairment due to changes in our business,
changes in market conditions, or other factors;
- 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
CNL merger in the amounts or in the timeframe anticipated;
- costs or difficulties relating to CNL integration matters might
be greater than expected;
- inability to retain customers and employees, including those of
CNL; 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.
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SOURCE Valley National Bancorp