Valley National Bancorp (NasdaqGS:VLY) entered into a definitive merger agreement to acquire The Westchester Bank Holding Corporation for approximately $230 million on June 29, 2021. As part of the consideration, Westchester will receive 229.645 shares of valley for each share. Westchester's stockholders will receive approximately $233 million in Valley common stock. Existing Westchester options will be cashed out for approximately $10 million in cash. Following completion of the merger, it is currently expected that former Westchester stockholders as a group will own approximately 4% of the combined company?s common stock and existing Valley shareholders as a group will own approximately 96% of the combined company?s common stock. Under the terms and subject to the conditions of the merger agreement, The Westchester Bank Holding Corporation will merge with and into Valley National Bancorp, with Valley National Bancorp continuing as the surviving corporation and simultaneously with the merger, The Westchester Bank, a wholly owned subsidiary of The Westchester Bank Holding Corporation will merge with and into Valley National Bank, a wholly owned subsidiary of Valley National Bancorp, with Valley National Bancorp continuing as the surviving bank. In the event of termination, Westchester shall pay to Valley up to $8.5 million as termination fee and $1 million as termination expenses. As of the year ended December 31, 2020, The Westchester Bank Holding Corporation had total assets of $1.2 billion and shareholders' equity of $130.3 million. Pursuant to the merger agreement, the directors and officers of Valley immediately prior to the effective time will serve as the directors and officers of the surviving corporation. Westchester and TWB have entered into a one-year employment agreement with each of Kenneth D. Walter, to serve as Senior Vice President and Chief Financial Officer, and Eric J. Wiggins, to serve as Senior Vice President and Chief Credit Officer. The transaction is subject to regulatory approvals, approval of Westchester stockholders, third party approval, the approval of the listing on the Nasdaq Global Select Market of the Valley common stock to be issued pursuant to the merger, the effectiveness of the registration statement, the accuracy of the representations and warranties of Westchester, holders of no more than five percent of the Westchester common stock having taken the actions required by Section 262 of the DGCL to properly demand appraisal of such shares and other customary conditions. The Board of Directors of The Westchester Bank Holding Corporation and Valley National Bancorp unanimously?approved the transaction. A committee of Board of Directors of The Westchester Bank has been formed. The Westchester Bank Holding Corporation will hold a special meeting of holders of Westchester common stock on October?5, 2021 to approve the transaction. As of October 27, 2021, Valley National Bancorp received regulatory approvals from the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the New York State Department of Financial Services. Westchester stockholders had approved the merger on October 5, 2021. The transaction is expected to close in the fourth quarter of 2021. As of October 27, 2021, the acquisition is anticipated to close on December 1, 2021. The acquisition is expected to be approximately 1% accretive to Valley?s earnings. Frank M. Conner III and Christopher DeCresce of Covington & Burling LLP acted as legal advisors to Valley National Bancorp and Matthew Dyckman and Samantha M. Kirby of Goodwin Procter LLP acted as legal advisors and Raymond James & Associates, Inc. acted as financial advisor and rendered a fairness opinion to The Westchester Bank Holding Corporation. Westchester paid Raymond James a fee of $250,000 upon delivery of its opinion. Westchester will also pay Raymond James a customary fee for advisory services in connection with the merger equal to approximately $2.3 million (less the fee paid upon the delivery of the opinion), which is contingent upon the closing of the merger. Valley National Bancorp (NasdaqGS:VLY) completed the acquisition of The Westchester Bank Holding Corporation on December 1, 2021.