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Merchants New York Bancorp
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Filed by Merchants New York Bancorp
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Merchants New York Bancorp
Commission File No. 0-22058
The following is a press release issued by Merchants New York Bancorp on
September 6, 2000.
FOR IMMEDIATE RELEASE Contact: Alan D. Eskow
Senior Vice President & Controller
Valley National Bancorp
(973) 305-4003
Eric Gould
Executive Vice President
Merchants New York Bancorp, Inc.
(212) 973-6637
Valley National Bancorp to acquire Merchants New York Bancorp for $375 million
WAYNE, NJ - September 6, 2000 -Valley National Bancorp (NYSE:VLY) and Merchants
New York Bancorp, Inc. (NASDAQ NMS:MBNY) jointly announced today that they have
entered into a definitive merger agreement by which Valley National Bancorp will
acquire Merchants for common stock valued at $375 million, based on Valley's
current market value. Merchants New York Bancorp is the holding company for The
Merchants Bank of New York, a commercial bank with $1.4 billion in assets
operating seven offices all located in Manhattan.
Pursuant to the agreement, Merchants New York Bancorp, Inc. will be merged into
Valley National Bancorp and The Merchants Bank of New York will be merged into
Valley National Bank. The Merchants Bank will continue to operate in Manhattan,
under its existing name, as a division of Valley National Bank. The acquisition
of Merchants is structured as a tax-free merger to be accounted for as a pooling
of interests. Each of the 18,645,488 outstanding shares
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of Merchants common stock will be exchanged for .7634 shares of Valley common
stock. Valley will issue 14,233,965 shares of its common stock in exchange for
the outstanding shares of Merchants. At June 30, 2000, Merchants had $96.7
million of shareholders equity. In connection with the execution of the merger
agreement, Merchants also granted Valley an option to acquire 19.9%, or
approximately 4.7 million shares from Merchants' authorized, but unissued common
stock.
Valley National Bank with $6.2 billion in assets, is a highly efficient,
top-performing super community bank that emphasizes middle market commercial and
consumer lending. The Bank has a record of 72 consecutive years of profitable
operation and a long history of increased dividends. The Bank has a successful
record of leveraging its proven super community bank strategy in its 17 previous
acquisitions during the past 23 years. Mr. Gerald H. Lipkin, Chairman, President
and CEO of Valley, noted, "The merger with Merchants is consistent with our
company's strategy of highly focused growth within Northern New Jersey and the
contiguous local market through new branches and acquisitions of other strong
financial institutions. The Merchants Bank of New York is a traditional
commercial bank with a low risk, superb middle market lending expertise and a
credit culture very similar to Valley's business model. All seven of Merchants'
offices are located in midtown Manhattan, a distance of approximately 15 miles
from Wayne and most of its customers are within 45 minutes of Valley's
headquarters. This proximity will allow Valley to continue to operate as a super
community bank. Over the years, Merchants has developed a strong following among
small- to medium-sized companies that want to maintain their banking
relationship with senior management and
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the decision makers in the bank. This closely follows Valley's approach to
lending and highlights the attractiveness of the merger."
Mr. Lipkin added, "The Merchants Bank of New York has a relatively large
commercial loan base, and has shown improved earnings and earnings per share
performance in each of the last seven years."
"We expect this acquisition to generate sufficient cost savings to make it
accretive to earnings during the first year. Additionally, since Merchants does
not focus on consumer banking, a major strength at Valley, we view this as an
opportunity to enhance Merchants revenue stream and a significant growth
opportunity. Valley's goal in acquisitions is to price transactions so that they
are accretive to Valley's per share earnings during the first year of combined
operations."
Mr. Spencer B. Witty, who is Chairman of Merchants New York Bancorp, Inc. and
who will become a Vice Chairman of Valley, indicated that "the proposed
affiliation with Valley will bring together two great banking institutions,
creating a much stronger franchise and market presence. We believe that this
transaction will position Merchants for the future." Merchants will be able to
provide larger loans to customers as a result of Valley's greater lending limit.
Customers will easily be able to obtain residential mortgages, auto and consumer
loans, and take advantage of Valley's trust, asset management and insurance
services. Valley also provides an extended-hour customer service department,
substantial ATM locations, debit cards, on-line real-time banking and a broad
base of branch locations, all of which will be available at The Merchants Bank
of New York.
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Mr. James G. Lawrence, President and Chief Executive Officer, and Mr. William J.
Cardew, Vice Chairman and Chief Operating Officer and Mr.Eric Gould, EVP, will
also join Valley's senior management team following the merger. In addition,
Messrs. Spencer Witty, Robinson Markel, and Charles Baum, Directors of
Merchants, will join Valley's Board of Directors following the merger.
The acquisition is conditioned upon necessary regulatory approvals, the approval
of Valley and Merchants shareholders and other customary conditions. The parties
anticipate that the merger will be consummated in the first quarter of 2001.
Valley National Bank, the principal subsidiary of Valley National Bancorp,
currently operates 117 branches in 76 communities in Bergen, Essex, Hudson,
Middlesex, Morris, Passaic, Somerset, Sussex, Union and Warren counties in New
Jersey.
Investor Conference Call: To participate in an analyst presentation at 11:00
a.m., EDT, Wednesday, September 6, 2000, dial toll-free 1-800-450-0818, access
code Valley. The presentation can be played back beginning 1:00 p.m. EDT on
September 6, 2000 and running through 11:59 p.m. on September 7, 2000 by calling
1-800-475-6701, access code 537260. The analyst presentation can also be viewed
on Valley's website @ www.valleynationalbank.com.
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INFORMATION FOR INVESTORS AND STOCKHOLDERS
This document contains forward-looking statements concerning the financial
condition, results of operations and business of Valley following the
consummation of its proposed acquisition of Merchants, the anticipated financial
and other benefits of the proposed acquisition and the plans and objectives of
Valley's management following the proposed acquisition, including, without
limitation, statements relating to the cost savings expected to result from the
proposed acquisition, and anticipated results of operations of the combined
company following the proposed acquisition. Generally, the words "will," "may,"
"should," "continue," "believes," "expects," "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve certain risks and uncertainties. Factors that could cause
actual results to differ materially from those contemplated by the
forward-looking statements include, among others, the following factors: (1)
cost savings expected to result from the proposed acquisition may not be fully
realized or realized within the expected time frame; (2)operating results
following the proposed acquisition may be lower than expected; (3) competitive
pressure among financial services companies may increase significantly; (4)
costs or difficulties related to the integration of the businesses of Valley and
Merchants may be greater than expected; (5) adverse changes in the interest rate
environment may reduce interest margins of the combined company; (6) general
economic conditions, whether nationally or in the market areas in which Valley
and Merchants conduct business, may be less favorable than expected; (7)
legislation or regulatory changes may adversely affect the businesses in which
Valley and Merchants are engaged; or (8) adverse changes may occur in the
securities markets. Readers are cautioned not to place undue reliance on
forward-looking statements which are subject to influence by the named risk
factors and unanticipated future events. Actual results may differ materially
from management expectations. Both Valley and Merchants disclaim any obligation
to update or revise any forward-looking statements based on the occurrence of
future events, the receipt of new information, or otherwise.
Valley and Merchants will be filing with the SEC a joint proxy
statement-prospectus with respect to solicitation of proxies of their
stockholders to approve the proposed merger and Valley will be filing a
registration statement with respect to the common stock to be issued in the
merger. Investors and security holders are advised to read the joint proxy
statement-prospectus and the registration statement, when each of these
documents becomes available, because each of them will contain important
information. Investors and security holders may obtain a free copy of the joint
proxy statement-prospectus and the registration statement (when available) and
other documents filed by Valley or Merchants with the SEC at the SEC's Internet
web site at www.sec.gov. The joint proxy statement-prospectus and the
registration statement (when available) and such other documents filed by Valley
with the SEC will be available free of charge by contacting Valley National
Bancorp, 1455 Valley Road, Wayne, NJ 07474, Attention: Dianne Grenz, telephone:
(973) 305-3380. Documents filed with the SEC by Merchants will be available free
of charge by contacting Merchants New York Bancorp, Inc., 275 Madison Avenue,
New York, NY 10016, Attention: Karen Deitz, Corporate Secretary, telephone:
(212) 973-6638. Shareholders and investors should read the joint proxy
statement-prospectus carefully when it becomes available before making any
voting or investment decisions.
Merchants and its directors and executive officers may be deemed under rules of
the SEC to be "participants in the solicitation" of proxies from Merchants
stockholders to approve the proposed merger. Those persons, each of whom
beneficially owns less than 1% of Merchants' outstanding shares except as
otherwise indicated after his or her name, are: Charles J. Baum (director),
William J. Cardew (director and executive officer), Eric W. Gould (director and
executive officer, 1.98%), Rudolf H. Hertz (director, 2.17%), James G. Lawrence
(director and executive officer, 1.64%), Robinson Markel (director, 2.21%), Paul
Meyrowitz (director), Alan Mirken (director), Mitchell J. Nelson (director,
1.35%), Leonard Schlussel (director, 2.25%), Charles I. Silberman (director,
2.74%), Marcia Toledano (director, 2.76%) and Spencer B. Witty (director and
executive officer, 9.06%). As a group, all Merchants directors and executive
officers (13 persons) beneficially own 23.8% of Merchants' outstanding shares.
