공고 • Apr 03
Valley National Bancorp (NasdaqGS:VLY) completed the acquisition of Bank Leumi Le-Israel Corporation from Bank Leumi le- Israel B.M. (TASE:LUMI), Endicott SPV I, L.P, a fund managed by Endicott Management Company and MSD Capital, L.P and others.
Valley National Bancorp (NasdaqGS:VLY) entered into a definitive merger agreement to acquire Bank Leumi Le-Israel Corporation from Bank Leumi le- Israel B.M. (TASE:LUMI), Endicott SPV I, L.P, a fund managed by Endicott Management Company and MSD Capital, L.P and others for $1.1 billion on September 22, 2021. Under the terms of the merger agreement, the shareholders of Leumi will receive 3.8025 shares of Valley common stock and $5.08 in cash (subject to specified adjustments) for each share of Leumi common stock they own. The transaction is valued at an estimated $1,148 million, inclusive of the value of options, based on Valley’s closing stock price on September 22, 2021. As of June 30, 2021, Bank Leumi had total assets of $8.4 billion, total deposits of $7.1 billion and gross loans of $5.4 billion.
The obligations of Valley and Leumi to consummate the closing of the Merger are subject to customary conditions, including (i) the approval of the issuance of Valley Common Stock pursuant to the Merger Agreement by Valley’s shareholders, (ii) the receipt of specified governmental or self-regulatory organization consents and approvals (or the expiration or termination of applicable waiting periods in respect thereof), (iii) the receipt from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) of a determination that consummation of Merger will not result in Valley being deemed to be “controlled” by BLITA, receipt by BLITA from Valley of duly executed counterparts of the Investor Rights Agreement and the Business Cooperation Agreement. Transaction is also subject to written approval by FINRA. Special Meeting of shareholders of Valley will be held on January 13, 2022. Agreement was unanimously approved by the Board of Directors of each of Valley and Leumi. As of November 23, 2021, Valley has agreed to call a meeting of its shareholders to be held following the mailing of this proxy statement, for purpose of obtaining Valley Shareholder Approval and any other matters required to be approved or voted upon by Valley’s shareholders in connection with or in order to consummate transactions contemplated by Agreement, as well as any other matters of the type customarily brought before a meeting of shareholders to approve the matters contemplated by the Valley Shareholder Approval. As of January 4, 2022, the acquisition remains subject to certain additional regulatory approvals, including by the New York State Department of Financial Services and the Bank of Israel, and other closing conditions, including approval by the shareholders of Valley. On January 4, 2022, the transaction has received regulatory approval from the Federal Reserve Bank of New York and the Office of the Comptroller of the Currency. As of January 13, 2022, Valley National’s shareholders approved the transaction. As of March 6, 2022, all conditions and approvals in the deal have been cleared and received. The transaction is expected to close in late first quarter of 2022 or early second quarter of 2022. As of October 28, 2021, the transaction is expected to close in the first half of 2022. As of March 6, 2022, the transaction is expected to close on April 1, 2022. The transaction is expected to be approximately 7% accretive to Valley’s 2023 earnings on a fully phased in basis.
Morgan Stanley & Co. LLC served as financial advisor and a fairness opinion provider to Valley and Matthew M. Guest of Wachtell, Lipton, Rosen & Katz served as its legal counsel. Piper Sandler & Co. served as financial advisor to Leumi, and Luigi L. De Ghenghi, Ethan R. Goldman, Elina Khodorkovsky, Eric McLaughlin, Gregory S. Rowland, Shane Tintle, Veronica M. Wissel and Marc O. Williams of Davis Polk & Wardwell LLP and Meitar & Co. served as its legal advisors. EQ Proxy Services acted as an information agent to Valley. Valley is paying EQ Proxy Services a fee of $9,500. Valley has agreed to pay Morgan Stanley a fee of $6,000,000 in the aggregate, $1,002,000 of which was payable upon rendering of its opinion and $4,998,000 of which is contingent upon the consummation of merger.
Valley National Bancorp (NasdaqGS:VLY) completed the acquisition of Bank Leumi Le-Israel Corporation from Bank Leumi le- Israel B.M. (TASE:LUMI), Endicott SPV I, L.P, a fund managed by Endicott Management Company and MSD Capital, L.P and others on April 1, 2022. In connection with the deal, former Bank Leumi President and Chief Executive Officer Avner Mendelson joined the Board of Directors of Valley in the role of Vice-Chairman and Ronen Agassi, Head of the Corporate Division of BLITA, also joined the Board of Directors of Valley.