Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2019年10月26日 - 12:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 25, 2019
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified
in Charter)
New Jersey
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1-11277
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22-2477875
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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One Penn Plaza, New York, New York
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10119
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(Address of Principal Executive Offices)
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(Zip Code)
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(973) 305-8800
(Registrant’s telephone number,
including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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VLY
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The Nasdaq Stock Market LLC
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Non-Cumulative Perpetual Preferred Stock,
Series A, no par value
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VLYPP
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The Nasdaq Stock Market LLC
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Non-Cumulative Perpetual Preferred Stock,
Series B, no par value
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VLYPO
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On October 25, 2019,
Valley National Bancorp (“Valley”) issued a press release announcing that Valley received notice from the Board of
Governors of the Federal Reserve System (the “FRB”) that the FRB waived the requirement for a bank merger application
for the previously announced merger of Oritani Financial Corp. (“Oritani”) with and into Valley.
The press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The merger remains
subject to other customary closing conditions, including approval by the shareholders of both Valley and Oritani. Valley and Oritani
will hold their respective shareholder meetings on November 14, 2019 to vote on the merger. If shareholders approve, Valley and
Oritani expect to close the merger in the fourth quarter of 2019.
Additional Information and Where to Find It
In connection with
the proposed merger, Valley filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form S-4 containing a joint proxy statement of Valley and Oritani that also constitutes a prospectus of Valley. Investors
and security holders are advised to read the joint proxy statement/prospectus because it containS important information.
Investors and security holders may obtain a free copy of the registration statement, including the joint proxy statement/prospectus,
and other documents filed by Valley and Oritani with the Commission at the Commission’s web site at www.sec.gov. These documents
may be accessed and downloaded for free at Valley’s web site at http://www.valleynationalbank.com/filings.html 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. Oritani’s documents may be accessed and downloaded for free at Oritani’s
website at www.oritani.com oritani.com or by directing a request to Kevin Lynch, Chairman, President and Chief Executive Officer,
Oritani Financial Corp., at 370 Pascack Road, Township of Washington, New Jersey 07676, telephone (201) 664-5400.
Participants in the Solicitation
This
communication is not a solicitation of a proxy from any security holder of Valley or Oritani. However, Valley, Oritani, their
respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies
from security holders of Valley or Oritani in respect of the proposed transaction. Information regarding the directors and
executive officers of Valley may be found in its definitive proxy statement relating to its 2019 Annual Meeting of
Shareholders filed with the Commission on March 8, 2019 and its Annual Report on Form 10-K for the year ended December 31,
2018, each of which can be obtained free of charge from Valley’s website. Information regarding the directors and
executive officers of Oritani may be found in its definitive proxy statement relating to its 2018 Annual Meeting of
Stockholders filed with the Commission on October 11, 2018 and its Annual Report on Form 10-K and Form 10-K/A for the year
ended June 30, 2019, each of which can be obtained free of charge from Oritani’s website. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the
Commission.
Forward-Looking Statement
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 proposed merger. 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 “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 from those contemplated by such forward-looking statements include,
but are not limited to, the following: failure to obtain shareholder approval for the merger or to satisfy other conditions to
the merger on the proposed terms and within the proposed timeframe including, without limitation, delays in closing the merger;
the inability to realize expected cost savings and synergies from the merger in amounts or in the timeframe anticipated; changes
in the estimates of non-recurring charges; the diversion of management’s time on issues relating to the merger; costs or
difficulties relating to Oritani integration matters might be greater than expected; changes in the stock price of Valley from
the date of the merger announcement to the closing date; material adverse changes in Valley’s or Oritani’s operations
or earnings; the inability to retain customers and qualified employees of Oritani; developments in the DC Solar bankruptcy and
federal investigations that could require the recognition of additional tax provision charges related to uncertain tax liability
positions; 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; and weakness or a decline in the U.S. economy, in particular
in New Jersey, the New York Metropolitan area (including Long Island), Florida and Alabama, as well as an unexpected decline in
commercial real estate values within our market areas, as well as the risk factors set forth in Valley’s Annual Report on
Form 10-K for the year ended December 31, 2018. Valley assumes no obligation for updating any such forward-looking statement at
any time.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 25, 2019
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VALLEY NATIONAL BANCORP
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By:
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/s/ Ronald H. Janis
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Ronald H. Janis
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Senior Executive Vice President
and General Counsel
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Oritani Financial (NASDAQ:ORIT)
過去 株価チャート
から 5 2024 まで 6 2024
Oritani Financial (NASDAQ:ORIT)
過去 株価チャート
から 6 2023 まで 6 2024