Item 8.01. Other Events.
On January 4, 2022, Valley National Bancorp ("Valley") issued a press release
announcing that Valley has received regulatory approval from the Federal Reserve
Bank of New York and the Office of the Comptroller of the Currency to complete
the previously announced acquisition of Bank Leumi Le-Israel Corporation, the
U.S. subsidiary of Bank Leumi Le-Israel B.M., and parent company of Bank Leumi
USA.
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 at the upcoming special meeting on January 13, 2022.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Valley National Bancorp, dated January 4, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Important Information and Where to Find It
In connection with the proposed acquisition (the "Transaction") by Valley
National Bancorp ("Valley") of Bank Leumi Le-Israel Corporation ("Leumi") and
the issuance of shares of Valley common stock as consideration in the
Transaction, Valley has filed with the U.S. Securities and Exchange Commission
(the "SEC") a proxy statement of Valley (the "Proxy Statement"), and Valley may
file with the SEC other relevant documents concerning the Transaction. The
definitive Proxy Statement was mailed to shareholders of Valley on or about
December 3, 2021. This communication is not a substitute for the Proxy Statement
or any other document that Valley may file with the SEC or send to its
shareholders in connection with the Transaction.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE TRANSACTION
CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BY VALLEY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT VALLEY, LEUMI AND THE
TRANSACTION.
Free copies of the Proxy Statement, as well as other filings containing
information about Valley, may be obtained at the SEC's website
(http://www.sec.gov). You may also obtain these documents free of charge, from
Valley at www.valley.com under the heading "Investor Relations." Copies of the
Proxy Statement can also be obtained, free of charge, at Valley's website at
http://ir.valleynationalbank.com or by directing a request to Ronald H. Janis,
Senior Executive Vice President & General Counsel, Valley National Bancorp, at
1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-8800.
Participants in the Solicitation
Valley, Leumi and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Valley in respect of the Transaction. Information about Valley's
directors and executive officers is available in its proxy statement for its
2021 annual meeting of shareholders, which was filed with the SEC on March 8,
2021, and other documents filed by Valley with the SEC. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the Proxy Statement and other
relevant materials to be filed with the SEC. Free copies of the proxy statement
for the 2021 annual meeting of shareholders may be obtained as described in the
preceding paragraph.
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Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including but not limited to
those regarding the Transaction and the issuance of shares of Valley common
stock as consideration in the Transaction. 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 "will,"
"estimate," "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. In addition to factors previously disclosed in
Valley's reports filed with the SEC and those identified elsewhere in this
communication, factors that may cause actual results to differ from those
contemplated by such forward-looking statements include, but are not limited to,
the following: the possibility that the Transaction does not close when expected
or at all because shareholder, regulatory or other approvals or other conditions
to the closing of the Transaction are not received or satisfied on a timely
basis or at all (and the risk that such approvals may result in the imposition
of conditions that could adversely affect Valley or the expected benefits of the
Transaction); the inability to realize expected cost savings and synergies from
the Transaction in amounts or in the timeframe anticipated, including as a
result of changes in, or problems arising from, general economic and market
conditions, interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the geographic and
business areas in which Valley and Leumi operate; changes in the estimates
of non-recurring charges; the diversion of management's attention and time from
ongoing business operations and opportunities on issues relating to the
Transaction; the possibility that costs or difficulties relating to Leumi
integration matters might be greater than expected, including as a result of
unexpected factors or events; changes in the stock price of Valley from the date
of the acquisition announcement to the closing date; material adverse changes in
Valley's or Leumi's operations or earnings; the inability to retain customers
and qualified employees of Leumi; higher- or lower-than-expected income tax
expense or tax rates, including increases or decreases resulting from changes in
uncertain tax position liabilities, tax laws, regulations and case law; weakness
or a decline in the U.S. economy, in particular in New Jersey, the New York
Metropolitan area (including Long Island), Florida, California or the Chicago
metropolitan area; an unexpected decline in commercial real estate values within
Valley's or Leumi's market areas, reputational risk and potential adverse
reactions of Valley's or Leumi's customers, employees or other business
partners, including those resulting from the announcement or completion of the
Transaction; the outcome of any legal proceedings that have been or may be
instituted against Valley or Leumi; and the impact of the
global COVID-19 pandemic on Valley's or Leumi's businesses, the ability to
complete the Transaction or any of the other foregoing risks. Further
information regarding Valley and factors which could affect the forward-looking
statements contained herein are set forth in Valley's Annual Report on
Form 10-K for the year ended December 31, 2020, its Quarterly Reports on
Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021 and
September 30, 2021, and its other filings with the SEC. Valley assumes no
obligation for updating any such forward-looking statement at any time.
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