Item 7.01. Regulation FD Disclosure.
On March 7, 2022, Valley National Bancorp ("Valley") issued a press release
announcing that Valley has received all required regulatory approvals to
complete the previously announced acquisition (the "Transaction") of Bank Leumi
Le-Israel Corporation ("Leumi USA"), the U.S. subsidiary of Bank Leumi Le-Israel
B.M., and parent company of Bank Leumi USA. As previously announced, the
issuance of Valley common stock in connection with the Transaction was approved
by Valley shareholders on January 13, 2022.
Completion of the Transaction remains subject to satisfaction of customary
closing conditions. Assuming such conditions are satisfied, the Transaction is
expected to close on April 1, 2022.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The information contained
herein is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended or the Exchange Act
except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of Valley National Bancorp, dated March 7, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Forward Looking Statements
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 Transaction and the issuance of shares of Valley common
stock as consideration in the Transaction. 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 "will,"
"estimate," "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. In addition to factors previously disclosed in
Valley's reports filed with the U.S. Securities and Exchange Commission ("SEC")
and those identified elsewhere in this communication, factors that may cause
actual results to differ from those contemplated by such forward-looking
statements include, but are not limited to, the following: the possibility that
the Transaction does not close when expected or at all because conditions to the
closing of the Transaction are not satisfied on a timely basis or at all; the
inability to realize expected cost savings and synergies from the Transaction in
amounts or in the timeframe anticipated, including as a result of changes in, or
problems arising from, general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their enforcement, and
the degree of competition in the geographic and business areas in which Valley
and Leumi USA operate; changes in the estimates of non-recurring charges; the
diversion of management's attention and time from ongoing business operations
and opportunities on issues relating to the Transaction; the possibility that
costs or difficulties relating to Leumi USA integration matters might be greater
than expected, including as a result of unexpected factors or events; changes in
the stock price of Valley from the date of the acquisition announcement to the
closing date; material adverse changes in Valley's or Leumi USA's operations or
earnings; the inability to retain customers and qualified employees of Leumi
USA; 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; weakness or a decline in the
U.S. economy, in particular in New Jersey, the New York Metropolitan area
(including Long Island), Florida, California or the Chicago metropolitan area;
an unexpected decline in commercial real estate values within Valley's or Leumi
USA's market areas, reputational risk and potential adverse reactions of
Valley's or Leumi USA's customers, employees or other business partners,
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including those resulting from the announcement or completion of the
Transaction; the outcome of any legal proceedings that have been or may be
instituted against Valley or Leumi USA; and the impact of the
global COVID-19 pandemic on Valley's or Leumi USA's businesses, the ability to
complete the Transaction or any of the other foregoing risks. Further
information regarding Valley and factors which could affect the forward-looking
statements contained herein are set forth in Valley's Annual Report on
Form 10-K for the year ended December 31, 2021 and its other filings with the
SEC. Valley assumes no obligation for updating any such forward-looking
statement at any time.
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