On June 6, 2017, Astoria Financial Corporation ("Astoria" or the "Company") and Sterling Bancorp ("Sterling") entered into an agreement in principle to settle claims brought by plaintiffs in certain putative class actions captioned as follows: Jenkins v. Astoria Financial Corporation, et al (Case No. 1:17-cv-02608) brought in the United States District Court for the Eastern District of New York; Minzer v. Astoria Financial Corporation, et al (Case No. 2017-0284) brought in the Court of Chancery of the State of Delaware; MSS 1209 Trust v. Astoria Financial Corporation, et al (Index No. 602161/2017) brought in the Supreme Court of the State of New York in Nassau County; O'Connell v. Astoria Financial Corporation, et al (Index No. 603703/2017) brought in the Supreme Court of the State of New York in Nassau County; and Parshall v. Astoria Financial Corporation, et al (Case No. 2:17-cv-02165) brought in the United States District Court for the Eastern District of New York (collectively, the "Astoria Merger Class Actions").
The Astoria Merger Class Actions relate to the Agreement and Plan of Merger, by and between Astoria and Sterling, dated as of March 6, 2017 (the "Merger Agreement"). Under the agreement in principle, the Company and Sterling agreed to make certain additional information available to Astoria shareholders and Sterling shareholders. The additional information is contained in the first supplement (the "First Supplement") to the joint proxy statement/prospectus of the Company and Sterling, dated April 28, 2017 (the "Joint Proxy Statement/Prospectus") attached as Exhibit 99.1 to this Current Report on Form 8-K. The First Supplement should be read in conjunction with the Joint Proxy Statement/Prospectus and the documents incorporated by reference therein.
In addition, a separate putative class action captioned Garfield v. Sterling Bancorp, et al (Index No. 031888/2017), putatively brought on behalf of Sterling's shareholders, is currently pending before the Supreme Court of the State of New York in Rockland County (the "Garfield Class Action" and, with the Astoria Merger Class Actions, the "Merger Class Actions"). The Garfield Class Action also relates to the Merger Agreement. Sterling and Astoria have agreed to make certain additional information available to Astoria shareholders and Sterling shareholders in contemplation of a potential settlement of the Garfield Class Action. The additional information is contained in the second supplement (the "Second Supplement") to the Joint Proxy Statement/Prospectus attached as Exhibit 99.2 to this Current Report on Form 8-K. The Second Supplement should be read in conjunction with the Joint Proxy Statement/Prospectus and the documents incorporated by reference therein.
Important Additional Information
Investors and stockholders are urged to carefully review and consider each of Sterling's and Astoria's public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Sterling with the SEC may be obtained free of charge at Sterling's website at www.sterlingbancorp.com or at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from Sterling by requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901, Attention: Investor Relations, or by telephone at (845) 369-8040.
The documents filed by Astoria with the SEC may be obtained free of charge at Astoria's website at www.astoriabank.com or at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from Astoria by requesting them in writing to Astoria, c/o Astoria Bank, One Astoria Bank Plaza, Lake Success, New York 11042, Attention: Investor Relations, or by telephone at (516) 327-7877.
This communication is being made in respect of the Merger. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities. In connection with the Merger, Sterling has filed with the SEC and the SEC has declared effective, a registration statement on Form S-4 (File No. 333-217153) (the "Form S-4") which includes the Joint Proxy Statement/Prospectus, and other documents regarding the Merger. Before making any voting or investment decision, investors and stockholders of Sterling and Astoria are urged to carefully read the entire Form S-4 and the Joint Proxy Statement/Prospectus, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they contain important information about the Merger, Sterling and Astoria. Investors and stockholders can obtain the Form S-4 and the Joint Proxy Statement/Prospectus free of charge from the SEC's website or from Sterling or Astoria by writing to the addresses provided for each company set forth in the paragraphs above.
Sterling, Astoria, their directors, executive officers and certain other persons may be deemed participants in the solicitation of proxies from Astoria stockholders in connection with the proposed Merger. Information about the directors and executive officers of Sterling and their ownership of Sterling common stock and the directors and executive officers of Astoria and their ownership of Astoria common stock is set forth in the Joint Proxy Statement/Prospectus. Free copies of the Joint Proxy Statement/Prospectus may be obtained as described in the paragraphs above.
