is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, may be subject to a contractual standard of materiality different from what a stockholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement.
In connection with the execution of the Merger Agreement, all of the directors of Oritani entered into voting agreements (the “Voting Agreement”) with Valley pursuant to which such individuals, in their capacities as stockholders, have agreed, among other things, to vote their respective shares of Oritani common stock in favor of the approval of the Merger Agreement and the Merger.
The foregoing description of the Merger Agreement and the Voting Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is included as Exhibit 2.1, and the form of Voting Agreement, which is included as Exhibit 10.1, both of which are incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed Merger, Valley will file with the SEC a Registration Statement on FormS-4 that will include a joint proxy statement of Valley and Oritani and a prospectus of Valley, as well as other relevant documents concerning the proposed Merger.Before making any voting or investment decisions, investors and stockholders are urged to read the Registration Statement and the joint proxy statement/prospectus regarding the proposed Merger, as well as any other relevant documents filed with the SEC and any amendments or supplements to those documents, because they will contain important information. Both Valley and Oritani will mail the joint proxy statement/prospectus to their respective stockholders. Stockholders are also urged to carefully review and consider each of Valley’s and Oritani’s public filings with the SEC, including, but not limited to, their Annual Reports on Form10-K, their proxy statements, their Quarterly Reports on Form10-Q, and their Current Reports on Form8-K. Copies of the Registration Statement and joint proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Valley and Oritani, may be obtained as they become available at the SEC’s Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, from Valley at www.valley.com or from Oritani at www.oritani.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Oritani or Valley. However, Valley, Oritani, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Oritani’s stockholders in respect of approval of the Merger and the solicitation of proxies from Valley’s stockholders in respect of approval of the issuance of shares of common stock of Valley in connection with the Merger. Information regarding the directors and executive officers of Valley may be found in its definitive proxy statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the Commission on March 8, 2019 and in its Annual Report on Form10-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, which was filed with the Commission on August 29, 2018 and in its Annual Report on Form10-K for the year ended June 30, 2018, 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
