Hudson Valley Holding CorpThe Hudson Valley Holding Corp.
and Hudson Valley Holding Corp. Announcement of merger plans, creation of a first-class regional banking franchise
NYSE (NYSE HVB) today announces that it has concluded a final $539 million cash amalgamation arrangement on the basis of the Sterling Bancorp ordinary equity close on November 4, 2014. Pursuant to the terms of the Master Exchange Agreement, Sterling Bancorp has a conversion rate of 1.92 ordinary bearer securities for each Hudson Valley Holding Corp. ordinary bearer security.
Surcharge of 4% on the Hudson Valley Holding shares at the end of trading on November 4, 2014. After completion of the transaction, Sterling Bancorp shareholders will hold approximately 69% of the shares of the joint venture and Hudson Valley Holding Corp. shareholders will hold approximately 31%. As a result of the combination, we expect to achieve approximately $34 million in revenue reductions annually and a positive impact on Sterling Bancorp's EPS for the years ended December 31, 2015 and 2016.
"Hudson Valley Holding Corp. and Sterling Bancorp's unparalleled strength fits together perfectly and will reinforce our positioning as a strong investment group. Sterling's professional credit capabilities are enhanced by Hudson Valley's strong investment team. And we are thrilled to have the ability to leverage these capabilities to service our common client community, provide value to shareholders and help the economy of our community.
Implementation is the pivotal to such deals, and our recent experiences in merging Sterling Bancorp and Provident New York Bancorp will be a blue print for success," said Jack L. Kopnisky, President and CEO of Sterling Bancorp. Hudson Valley President and CEO Stephen R. Brown commented: "We look forward to join the Sterling Bancorp excess.
The Sterling Bancorp range of products and services benefits our clients, local authorities and shareholders. "The merged entity will remain Sterling Bancorp and its main bank affiliate will remain Sterling National Bank. As a result, the resulting institutions will extend across New York City, Hudson Valley, Long Island and New Jersey.
Both organisations will form the management group of the joint venture, with Jack Kopnisky of Sterling Bancorp acting as Chief Executive Officer and Luis Massiani as Chief Financial Officer. With effect from the close of the deal, Sterling will be appointing four Hudson Valley Board Members to the Board of Director of the joint venture.
Completion of the deal is scheduled for the second half of 2015. It is conditional upon shareholder approvals, as well as approvals from regulators and other usual terms and conditions. 2. Jofferies LLC acts as senior adviser to Sterling Bancorp and has given a discretionary verdict to the Board of Directors of Sterling in relation to the deal.
At the same time, RBC Capital Markets, LLC has issued a fairly prepared statement to the Board of Directors of Sterling. Keefe, Bruyette & Woods, Inc. acts as adviser to Hudson Valley Holding Corp. and has given a fairly stated statement to the Board of Directors of Hudson Valley in relation to the deal. day pitney LLP is the attorney for Hudson valley.
Eastern Time, 10:30 a.m. on November 5, 2014, Sterling Bancorp and Hudson Valley Holding Corp. will hold a teleconference and live video briefing to review the Deal. Headquartered in Sterling National Bank, Sterling Bancorp specialises in providing services and solution for businesses, their homes and customers in the municipalities we work in.
The Sterling National Bank provides a full range of trading, corporate and retail bank solutions and solutions. Who is Hudson Valley Holding Corp. Hudson Valley Holding Corp (NYSE:HVB) provides financial advisory to small and medium-sized enterprises, small and medium-sized enterprises, professional service providers, non-profit organisations and their clients throughout the greater New York area through its Yonkers, N.Y. based Hudson Valley Bank affiliate.
With 8 billion in deposit and 28 branch offices, Hudson Valley is the biggest Westchester County based banking institution. The ordinary shares are listed on the New York Exchanges and are part of the Russell 3000® Index. This information contains forward-looking assertions within the meaning of the Private Securities Litigation Reform Act of 1995, which contain the forward-looking statement regarding the expected or predicted development or results of the Group.
Such forward-looking discussion is subject to certain risks and uncertainties, among others, that, in supplementing the information previously discussed in the Sterling Bancorp and Hudson Valley Holding Corp. report to the Securities and Exchange Commission and elsewhere in this release, factual results may differ significantly from the forward-looking discussion, among other factors: the company's capacity to obtain regulatory clearances and to satisfy other requirements for the completion of the business combination, which include the clearances granted by Sterling Bancorp and Hudson Valley Holding Corp.
Shareholders on the anticipated conditions and dates; mergers delayed; difficulty and hesitation in the integration of Sterling Bancorp and Hudson Valley Holding Corp. operations or full realization of costs reductions and other advantages; interruptions in operations after the planned operation; changes in assets and liabilities as well as exposure to risks of customers; incapacity to maintain sales and income gains; changes in interest and principal interest rate levels; rate increases; rate of return; client bonds; repayments; investing and investing practice; client intermediation; implementation, withdrawals, successes, and timelines; and
It is incumbent upon securities owners and shareholders to thoroughly examine and audit each of Sterling Bancorp's and Hudson Valley Holding Corp. Sterling Bancorp's filings with the Securities and Exchange Commission (the "SEC") are available free of cost on Sterling Bancorp's website at www.sterlingbancorp. com or on the SEC's website at www.sec.gov.
You can also request these materials free of cost from Sterling Bancorp by sending them in written form to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901 Attention: Submitted by Hudson Valley Holding Corp. to the SEC can be obtained free of cost from the Hudson Valley Holding Corp. website at www.hudsonvalleybank.com or from the SEC's website at www.sec.gov.
You can also request these materials free of cost from Hudson Valley Holding Corp. by sending a written request to Hudson Valley Holding Corp. at the Hudson Valley Bank, 21 Scarsdale Road, Yonkers, New York 10707; Attention: As part of the planned operation, Sterling Bancorp plans to submit a Form S-4 to the SEC, which will contain a combined power of attorney of Hudson Valley Holding Corp. and Sterling Bancorp and a Sterling Bancorp Memorandum, and each of the parties will submit additional documentation relating to the planned operation to the SEC.
Hudson Valley Holding Corp. and Sterling Bancorp. shareholders and shareholders are requested to thoroughly review the full Registry and the Proof of Power of Attorney/ Proposal as they become available, as well as any changes or additions to these and any other filings with the SEC, as they will contain important information about the planned transactions.
The final common proxy/prospectus will be sent to shareholders of each bank who wish to obtain the necessary approval of the shareholders. Under the terms of the nomination, the shareholders and shareholders may obtain the nomination and the Memorandum of Understanding and the Memorandum of Understanding free of cost from the SEC's website or from Sterling Bancorp or Hudson Valley Holding Corp. by sending a letter to the address indicated in the preceding sections.
Hudson Valley Holding Corp. Sterling Bancorp and Hudson Valley Holding Corp. shareholders may consider their respective director, officer and certain other parties as having participated in obtaining power of attorney in relation to the planned operation. Notice of the Directors and senior executives of Sterling Bancorp and their holdings of Sterling Bancorp ordinary shares is contained in the final power of attorney for Sterling Bancorp's 2014 General Assembly, which was submitted to the SEC on January 10, 2014.
For information regarding the Directors and senior executives of Hudson Valley Holding Corp. and their holdings in Hudson Valley Holding Corp., see the final power of attorney for the 2014 general assembly of Hudson Valley Holding Corp., which was submitted to the SEC on April 9, 2014.
Shareholders can find out about the interests of these shareholders by viewing the Declaration of Subscription and the Combined Power of Attorney/ Proposal to Shareholders as soon as they become available. Free-of-charge photocopies of the Declaration of Registering and the Combined Power of Attorney/specimen can be obtained as described in the sections above. Soorce Hudson Valley Holding Corp.