Valley National Bancorp (NasdaqGS:VLY) (‘Valley') entered into a definitive agreement to acquire Oritani Financial Corp. (NasdaqGS:ORIT) (‘Oritani') for approximately $730 million on June 25, 2019. The common shareholders of Oritani will receive 1.6 shares of Valley common stock for each Oritani share they own. Outstanding Oritani stock options will be converted into options to acquire Valley common stock with the conversion and exercise price to be adjusted to reflect the exchange ratio. Oritani restricted stock will vest and will be converted into the right to receive, at the effective time of the merger, the same consideration as holders of Oritani common stock. The transaction provides for the merger of Oritani with and into Valley, with Valley as the surviving entity, and the merger of Oritani Bank with and into Valley National Bank, with Valley National Bank as the surviving entity. Following the transaction, Oritani shareholders will own 18% stake and Valley shareholders will own 82% stake in the combined entity. In conjunction with the closing of the transaction, Valley plans to restructure approximately $635 million of its FHLB borrowings. Oritani may be obligated to pay Valley a termination fee of $28 million in the event of termination of the transaction under certain circumstances.

Prior to completion of the merger, the Board of Directors of Valley and the Board of Directors of Valley National Bank each will increase by one, constituting the entire Boards of Directors of Valley and Valley National Bank, effective as of and contingent upon the closing of the merger, and will appoint Kevin J. Lynch or, if he is unwilling or unable to serve, another designee to be selected by the Board of Directors of Valley from the current Board of Directors of Oritani, subject to Kevin J. Lynch, or the designee, meeting Valley's qualifications for service on the Valley Board of Directors. In all other respects, the Directors of Valley as of the effective time of the merger will continue to serve as Directors of the surviving corporation.

The acquisition is subject to standard regulatory approvals (including regulatory action by the Board of Governors of the Federal Reserve System), shareholder approvals from Valley and Oritani, effectiveness of the registration statement to be filed by Valley with respect to the capital stock to be issued in the transaction, listing of consideration shares on the NASDAQ, receipt of written favorable tax opinions from Day Pitney LLP and Luse Gorman P.C. by Valley and Oritani respectively as well as other customary conditions. In connection with the agreement, all of the Directors of Oritani entered into voting agreements with Valley pursuant to which they agreed, among other things, to vote their respective shares of Oritani common stock in favor of the approval of the agreement and the merger. The Boards of Directors of both companies have unanimously approved the transaction. On August 22, 2019, the transaction received regulatory approval from The Office of the Comptroller of the Currency. The special meeting of shareholders of Oritani Financial will be held on November 14, 2019 to approve the merger. On October 25, 2019, the transaction has 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 transaction. Thus, Valley has obtained the requisite regulatory approvals to complete the transaction. As of November 14, 2019, the transaction was approved by the majority shareholders of Oritani Financial Corp. As of November 14, 2019, the shareholders of Valley National approved the transaction. The acquisition is expected to close late in the fourth quarter of 2019. Valley National Bancorp anticipates the result of the merger, combined with debt restructuring to be immediately neutral to slightly accretive to earnings per share and tangible book value while increasing Tier 1 Common Equity by over 50 basis points. The transaction is anticipated to be accretive to earnings in 2020, including FHLB restructuring.

J.P. Morgan Securities LLC acted as financial advisor and provided a fairness opinion to Valley National Bancorp's Board of Directors. Lee Meyerson and Sebastian Tiller of Simpson Thacher & Bartlett LLP represented J.P. Morgan Securities LLC as financial advisor to Valley National Bancorp. Michael T. Rave, David Doyle and Daniel Gottfried of Day Pitney LLP acted as legal advisors to Valley. Ben Plotkin, Robin Suskind, Travis Lan, Doug Doucette and Matthew Grens of Keefe, Bruyette & Woods acted as financial advisors and provided a fairness opinion to Oritani in connection with the transaction. John Gorman of Luse Gorman, P.C. acted as legal advisor to Oritani. American Stock Transfer and Trust Company served as transfer agent for both Valley and Oritani in connection with the transaction. Alliance Advisors, LLC and Equiniti (US) Services LLC acted as the proxy solicitors for Oritani and Valley respectively. Equiniti would receive a fee of $9,000 for its services. Alliance Advisors will receive an estimated fee of $7,500 for its services. Oritani agreed to pay Keefe, Bruyette & Woods a total cash fee equal to 1% of the aggregate merger consideration, $250,000 of which became payable to KBW with the rendering of its opinion, and the balance of which is contingent upon the closing of the merger. Valley may pay J.P. Morgan a fee of $2 million, $1 million of which became payable at the time J.P. Morgan delivered its opinion to Valley's Board of Directors.