FOR: Valley National Bancorp Contact: Alan Eskow
1455 Valley Road (973) 305-4003
Wayne, New Jersey 07470
FOR IMMEDIATE RELEASE
May 29, 1998
VALLEY NATIONAL BANCORP AND WAYNE BANCORP, INC. ANNOUNCE PLANS TO MERGER
WAYNE, NJ -- Valley National Bancorp (NYSE:VLY) and Wayne Bancorp, Inc. (OTC:
WYNE) jointly announced today that they have signed a definitive merger
agreement by which Valley will acquire Wayne, the holding company for Wayne
Savings Bank, F.S.B., a $272 million, six-branch bank headquartered in Wayne,
New Jersey. The merger is "in-market" and will expand Valley's presence in
Passaic and Bergen Counties.
Pursuant to the agreement, Wayne will be merged into Valley. The acquisiton of
Wayne will be a tax-free merger accounted for as a pooling of interests in which
each of 2,013,823 outstanding shares of Wayne common stock will be exchanged for
1.10 shares of Valley common stock. Valley is paying 2.0 times book for Wayne.
In connection with the execution of the merger agreement, Wayne also granted
Valley an option to acquire 400,000 shares of Wayne's authorized, but unissued
common stock.
"Wayne will join with Valley to expand Valley's franchise in Passaic and Bergen
Counties, said Gerald H. Lipkin, Chairmna, President and CEO of Valley. Mr.
Lipkin further noted, "the merger with Wayne is consistent with Valley's
strategy of growth within Northern New Jersey through acquistions of other
strong financial institutions. We believe the "in-market" nature of this
acquisition, coupled with Wayne's high non-interest expenses (a 62% efficiency
ratio compared to Valley's 45%), will enable Valley to generate significant cost
savings within a brief period. Valley's goal in acquisitions is to price
transactions so that they are accretive to Valley's per share earnings within
the first year of combined operations.
Mr. Harold P. Cook, III, Chairman of the Board and Chief Executive Officer of
Wayne, will join Valley's Board of Directors following the merger.
The acquisition is conditiond upon necessary bank regulatory approvals, the
approval of Wayne's shareholders and other customary conditions. The parties
anticipate that the merger will be consummated in the fourth quarter of 1998.
Valley National Bank, the principal subsidary of Valley National Bancorp,
currently has $5.1 billion in assets and operates 97 branches in 10 counties
serving 67 communities throughout Northern New Jesey.
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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, technology as "expect", "look",
"believe", "anticipate", "may", "will", or similar statements or variations of
such terms. Such forward-looking statements involve certain risks and
uncertainties. These include, but are not limited to, the direction of interest
rates, continued levels of loan quality and origination volume, continued
relationships with major customers including sources for loans, successful
completion of the implentation of Year 2000 technology changes, as well as the
effects of economic conditions and legal and regulatory barriers and structure.
Actual results may differ materially from such forward-looking statements.
Valley assumes no obligation for updating any such forward-looking statement at
any time.
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