FOR: Valley National Bancorp Contact: Alan Eskow,
1455 Valley Road Controller
Wayne, New Jersey 07470 (973) 305-4003
For Immediate Release: December 17, 1998
VALLEY NATIONAL BANCORP AND RAMAPO FINANCIAL CORPORATION
ANNOUNCE PLANS TO MERGE
WAYNE, NJ -- Valley National Bancorp ("Valley") (NYSE:VLY) and Ramapo Financial
Corporation ("Ramapo") (OTC:RMPO) jointly announced today that they have signed
a definitive merger agreement by which Valley will acquire Ramapo, the holding
company for Ramapo Bank, a $331 million, eight-branch bank headquartered in
Wayne, New Jersey. The merger is "in-market" and will expand Valley's presence
in Passaic, Essex, and Morris counties.
Pursuant to the agreement, Ramapo will be merged into Valley. The acquisition of
Ramapo will be a tax-free merger accounted for as a pooling of interests in
which each of the 8,081,199 outstanding shares of Ramapo common stock will be
exchanged for .425 shares of Valley common stock. In connection with the
execution of the merger agreement, Ramapo also granted Valley an option to
acquire 1,608,159 shares of Ramapo's authorized, but unissued common stock at an
exercise price of $7.50 per share.
"Ramapo will join with Valley to expand Valley's franchise in Passaic, Morris
and Essex counties", said Gerald H. Lipkin, Chairman, President and CEO of
Valley. Mr. Lipkin further noted, "The merger with Ramapo is consistent with
Valley's strategy of growth within Northern New Jersey through acquisitions of
other strong financial institutions. Ramapo's lending is heavily concentrated
towards commercial borrowers and the deposits consist of substantial low cost
core deposits. We believe the "in-market" nature of this acquisition, coupled
with Ramapo'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 at the completion of the first
year of combined operations."
Mr. Richard S. Miller, a Director of Ramapo, will join Valley's Board of
Directors following the merger.
The acquisition is conditioned upon necessary bank regulatory approvals, the
approval of Ramapo's shareholders and other customary conditions. The parties
anticipate that the merger will be consummated in the second quarter of 1999.
Valley National Bank, the principal subsidiary of Valley National Bancorp,
currently has $5.3 billion in assets and operates 105 branches in 10 counties
serving 70 communities throughout Northern New Jersey.
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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, anticipated merger cost
savings, revenue enhancements, the level of merger related expenses, 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 implementation 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.