VALLEY NATIONAL BANCORP: Other Events, Financial Statements and Exposures (Form 8-K)


Article 8.01 Other events.

At September 23, 2021, National Bank of the Valley, a New Jersey company (“Valley”), and Bank Leumi Le-Israel Corporation, a new York company (“Leumi”), issued a joint press release announcing the signing of a definitive agreement (the “Merger Agreement”) under which, under the terms and subject to the conditions set out therein, Valley will acquire Leumi and its subsidiaries, including Bank Leumi United States. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In connection with the announcement of the Merger Agreement, Valley intends to provide additional information regarding the proposed transaction in presentations to analysts and investors. The slides which will be made available as part of the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

Item 9.01 Financial statements and supporting documents.

(d)   Exhibits.



Exhibit No.       Description of Exhibit

99.1                Joint Press Release, dated as of September 23, 2021.

99.2                Investor Presentation, dated as of September 23, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)


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FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, those relating to the proposed acquisition by Valley of Leumi (the “Transaction”) and the issuance of Valley ordinary shares in consideration for the Transaction. These statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations regarding new and existing programs and products, relationships, opportunities, taxation, technology and terms. of the market. These statements may be identified by forward-looking terminology such as “will”, “estimate”, “expect”, “believe”, “consider”, “opportunity”, “allow”, “continue”, “reflect” , “In general,” “generally”, “anticipate”, or similar statements or variations of these terms. These forward-looking statements involve certain risks and uncertainties.

Actual results may differ materially from these forward-looking statements. In addition to the factors previously disclosed in Valley reports filed with the United States Securities Commission (the “SEC”) and those identified elsewhere in this communication, factors that could cause actual results to differ from those contemplated by these forward-looking statements include, without limitation, the following: the possibility that the transaction may not be not closed when expected or not at all because shareholder, regulatory or other approvals or other conditions at the closing of the Transaction are not received or satisfied in a timely manner or not at all (and the risk that such approvals may result in the imposition of conditions which could adversely affect Valley or the expected benefits of the Transaction); the inability to achieve the expected cost savings and synergies from the Transaction in the amounts or on time, including due to changes or problems resulting from general economic and market conditions, interest rates and changes, monetary policy, laws and regulations and their application, and the degree of competition in the geographic and business areas in which Valley and Leumi function; changes in estimates of non-recurring charges; diversion of management’s attention and time from ongoing business operations and opportunities to matters relating to the Transaction; the possibility that costs or difficulties associated with Leumi
integration issues may be more important than expected, especially due to unforeseen factors or events; the evolution of Valley’s share price from the date of the acquisition announcement until the closing date; significant adverse changes in the valley or that of Leumi operations or profits; the inability to retain customers and qualified employees of Leumi; superior or

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lower than expected tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax liabilities, tax laws, regulations and case law; weakness or decreased we economical, especially in New Jersey, the new York Metropolitan area (including Long island), Florida, California or the Chicago Metropolitan area; an unexpected drop in commercial real estate values ​​within Valley or that of Leumi market areas; Reputational risk and potential Valley adverse reactions or that of Leumi
customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; the outcome of any legal proceedings that may be brought against Valley or Leumi; and the impact of the global COVID-19 pandemic on Valley or that of Leumi companies, the ability to complete the Transaction or any of the other risks mentioned above. Further information regarding Valley and the factors that could affect the forward-looking statements contained in this document are set out in Valley’s annual report on Form 10-K for the year then ended. December 31, 2020, its quarterly reports on Form 10-Q for the completed three-month periods March 31, 2021 and June 30, 2021, and its other deposits with the SECOND. Valley assumes no obligation to update these forward-looking statements at any time.

IMPORTANT INFORMATION AND WHERE TO FIND IT

In connection with the Transaction and the issuance of Valley ordinary shares in consideration for the Transaction, Valley will deposit with the SECOND a proxy statement from Valley (the “proxy statement”), and Valley may file with the SECOND
other relevant documents relating to the Transaction. Once completed, the definitive proxy statement will be mailed to Valley shareholders. This communication does not replace the proxy statement or any other document that Valley may file with the SECOND or send to its shareholders as part of the Transaction.

SHAREHOLDERS ARE INVITED TO CAREFULLY READ THE TRANSACTION PROXY CIRCULAR AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENT FILED WITH THE SEC BY VALLEY, AS WELL AS ANY MODIFICATIONS TO, OR SUPPLEMENTARY DOCUMENTS. IMPORTANT INFORMATION ABOUT VALLEY, LEUMI AND THE TRANSACTION.

Free copies of the proxy statement, as well as other documents containing information about Valley, can be obtained at DRY (http://www.sec.gov) when deposited by Valley. Investors will also be able to obtain these documents, when filed, free of charge, from Valley at www.valley.com under the heading “Investor Relations”. The proxy statement may also be obtained, when available, free of charge from Valley’s website at http://ir.valleynationalbank.com or by directing a request to Ronald H. Janis, Senior Executive Vice President and General Counsel, National Bank of the Valley, To 1455, chemin de la Vallée, Wayne, New Jersey 07470, telephone (973) 305-8800.

PARTICIPANTS IN THE SOLICITATION

Valley, Leumi and certain of their respective directors and officers may be considered participants in the solicitation of proxies from Valley shareholders with respect to the Transaction. Information on the directors and officers of Valley is available in its proxy statement for its 2021 annual meeting of shareholders, which has been filed with the SECOND to March 8, 2021, and other documents filed by Valley with the SECOND. Information concerning the persons who may, under the rules of the SECOND, will be considered participants in the proxy solicitation and a description of their direct and indirect interests, by securities held or otherwise, will be contained in the proxy statement and other relevant documents to be filed with the SECOND when they become available. Free copies of this document can be obtained as described in the previous paragraph.

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