Valley National Bancorp Announces the Receipt of Regulatory and Shareholder Approvals for the Acquisition of USAmeriBancorp, Inc.

WAYNE, N.J., Dec. 15, 2017 /PRNewswire/ -- Valley National Bancorp (NYSE: VLY) ("Valley") and USAmeriBancorp, Inc. ("USAB") (OTC Pink:  USAB) jointly announced today that regulatory and shareholder approvals necessary to complete the previously announced merger of USAB with and into Valley have been received. It is anticipated that the common shareholders of USAB will receive 6.100 shares of Valley common stock for each share of USAB common stock that they hold since the exchange ratio is subject to adjustment in the event Valley's average closing price is less than $11.50 or greater than $13.00 prior to closing.  The merger is expected to be effective on January 1, 2018, subject to the completion of remaining closing conditions. 

As of September 30, 2017, USAB, largely through its wholly-owned subsidiary, USAmeriBank, had approximately $4.5 billion in assets, $3.6 billion in net loans, and $3.6 billion in deposits, and maintains a branch network of 30 offices. The acquisition represents a significant addition to Valley's Florida franchise, and will meaningfully enhance its presence in the Tampa Bay market, which is Florida's second largest metropolitan area by population. 

The acquisition will also bring Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama.  The combined company is expected to have more than $28 billion in assets and 238 branches.

About Valley

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey with nearly $24 billion in assets. Its principal subsidiary, Valley National Bank, currently operates over 200 branch locations in 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. For more information about Valley National Bank and its products and services, please visit www.valleynationalbank.com or call our Customer Service Center at 800-522-4100.

About USAmeriBank

USAmeriBank is an independent, non-public bank based in Clearwater, Florida, that has established itself as an outstanding middle-market financial institution. The bank serves the needs of individuals and businesses in the Tampa Bay area in Florida, and in the Birmingham, Montgomery and Tallapoosa areas in Alabama, by providing a high-level of personalized service and attention to a targeted customer base. USAmeriBank's parent company is USAmeriBancorp, Inc. More information is available at www.USAmeriBank.com.

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 economy, mainly in New Jersey, New York and Florida, as well as an unexpected decline in commercial real estate values within our market areas;
• less than expected cost reductions and revenue enhancement from Valley's cost reduction plans including its earnings enhancement program called "LIFT";
• damage verdicts or settlements or restrictions related to existing or potential litigations arising from claims of breach of fiduciary responsibility, negligence, fraud, contractual claims, environmental laws, patent or trade mark infringement, employment related claims, and other matters;
• the loss of or decrease in lower-cost funding sources within our deposit base may adversely impact our net interest income and net income;
• 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;
• results of examinations by the OCC, the FRB, the CFPB and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, require us to reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
• changes in accounting policies or accounting standards, including the new authoritative accounting guidance (known as the current expected credit loss (CECL) model) which may increase the required level of our allowance for credit losses after adoption on January 1, 2020;
• higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in tax laws, regulations and case law;
• our inability or determination not to pay dividends at current levels, or at all, because of inadequate future earnings, regulatory restrictions or limitations, changes in our capital requirements or a decision to increase capital by retaining more earnings;
• higher than expected loan losses within one or more segments of 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;
• unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors;
• the failure of other financial institutions with whom we have trading, clearing, counterparty and other financial relationships.
• the risk that the businesses of Valley and USAB may not be combined successfully, or such combination may take longer or be more difficult, time-consuming or costly to accomplish than expected;
• the diversion of management's time on issues relating to the merger with USAB;
• the inability to realize expected cost savings and synergies from the merger of USAB with Valley in the amounts or in the timeframe anticipated; and
• the inability to retain USAB's customers and employees.

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, 2016 and Quarterly Report on Form 10-Q for the period ended September 30, 2017. 

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