NYCB NEW YORK COMMUNITY SYNERGY
BANCORP, INC.
FOR IMMEDIATE RELEASE
Contact: Ilene A. Angarola Contact: Kevin M. McCloskey
First Senior Vice President Senior Vice President and
and Director, Investor Relations Chief Operating Officer
New York Community Bancorp, Inc. Synergy Financial Group, Inc.
(516) 683-4420 (908) 272-3838, ext. 3292
NEW YORK COMMUNITY BANCORP, INC.
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TO ACQUIRE SYNERGY FINANCIAL GROUP, INC.
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Transaction Expands New York Community's Franchise in Central New Jersey
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Transaction Highlights
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o Earnings-accretive: Immediately accretive to NYB's diluted GAAP and
cash earnings per share.
o Capital-accretive: Immediately accretive to NYB's tangible book value
per share.
o Expands the franchise: Adds 20 branches to NYB's franchise in central
New Jersey.
o Increases market share: Boosts NYB's market position from 19th to 9th
in Union County, while strengthening its market share in the counties
of Monmouth and Middlesex.
o Attractive transaction metrics: Core deposit premium = 12.3%; total
deposit premium = 10.2%; price to tangible book value = 1.6x.
o Enhances profitability: Significant opportunities for cost savings and
profitable deployment of post-merger cash flows into multi-family and
other higher-yielding loans.
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Westbury, N.Y. and Cranford, N.J., May 13, 2007 - New York Community Bancorp,
Inc. (NYSE: NYB), the $30.3 billion holding company for New York Community Bank
and New York Commercial Bank, and Synergy Financial Group, Inc. (NASDAQ/Global
Market: SYNF) ("Synergy"), the $966.5 million holding company for Synergy Bank,
today announced the signing of a definitive agreement pursuant to which Synergy
will merge with and into New York Community Bancorp.
The proposed transaction will add 20 branches to New York Community Bancorp's
franchise in New Jersey, where it currently has 32 branches, including 24
branches that were acquired on April 2, 2007 in connection with its acquisition
of PennFed Financial Services, Inc., the parent company of Penn Federal Savings
Bank. The combined New Jersey franchise will have 52 branches serving customers
in six counties, including 28 in the central New Jersey counties of Union,
Monmouth, and Middlesex. On a pro forma basis, the addition of Synergy's 20
branches will boost New York Community Bancorp's market rank from 20 to 10 in
these three counties, combined.
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New York Community Bancorp, Inc. to Acquire Synergy Financial Group, Inc.
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Under the terms of the agreement, which has been unanimously approved by the
Boards of Directors of both companies, Synergy shareholders will receive 0.80 of
a share of New York Community Bancorp common stock in a tax-free exchange for
each share of Synergy common stock held at the closing date. Based on New York
Community Bancorp's closing price of $17.73 on May 11, 2007, the transaction
values each share of Synergy at $14.18. The transaction has an approximate value
of $168.4 million, representing approximately 1.6 times Synergy's tangible book
value at March 31, 2007. In addition, the transaction value represents a 12.3%
core deposit premium and a total deposit premium of 10.2% at that date.
Consistent with New York Community Bancorp's history of accretive transactions,
the acquisition is expected to be immediately accretive to its diluted GAAP and
cash earnings per share. The transaction is expected to be completed in the
fourth quarter of 2007, pending the approval of Synergy's shareholders and the
approval of state and federal regulatory agencies. In connection with their
approval of the definitive agreement, the directors and certain executive
officers of Synergy, who collectively own approximately 11.6% of its shares
outstanding, have each entered into a voting agreement in favor of the
transaction.
Synergy was advised by Sandler O'Neill & Partners, L.P. in the transaction, and
legal counsel was provided by Malizia Spidi & Fisch, PC. Bear, Stearns & Co.
Inc. served as advisor to New York Community Bancorp and Muldoon Murphy &
Aguggia LLP served as legal counsel.
Commenting on the transaction, Joseph R. Ficalora, Chairman, President, and
Chief Executive Officer of New York Community Bancorp, stated, "We are very
excited by this opportunity to strengthen our presence in central New Jersey,
and by the extent to which Synergy's branches complement those we acquired in
our recent transaction with PennFed. With 155 branches in New York alone, and
our growing franchise in New Jersey, we are increasingly well positioned to
serve our customers throughout the Metro New York region, and to compete in this
highly attractive marketplace.
"It also is worth noting that Synergy shares our commitment to community
banking, a fact that will surely facilitate the integration of our banks. We
look forward to serving their customer base, to the addition of their deposits,
and to the opportunity to generate cash flows for investment in higher-yielding
assets through the post-merger repositioning of our combined balance sheet. In
addition, the Synergy transaction fulfills the first requirement of any
transaction we engage in: It will be immediately accretive to the Company's
diluted earnings per share. Furthermore, the transaction will be immediately
accretive to our tangible book value per share," Mr. Ficalora said.
John S. Fiore, President and Chief Executive Officer of Synergy, stated,
"Today's announcement is in line with our commitment to enhancing shareholder
value, and to the customers and the communities we have enjoyed serving for so
many years. By joining New York Community--one of the premier community banks in
the Metro New York region--we are providing our investors with an opportunity to
realize greater returns on their investment, and our customers with access to a
significantly broader menu of products and services. In addition, the proximity
of our branches to PennFed's in Monmouth, Union, and Middlesex Counties will
mean greater convenience for our customers as well as New York Community's.
"I also am very pleased to report that, in connection with our agreement with
New York Community Bancorp, the Board of Directors of Synergy has elected to
forego certain payments in favor of increasing the quarterly cash dividend to be
paid to Synergy's shareholders from $0.06 to $0.07 per share. The increase will
take effect in the second quarter of 2007," Mr. Fiore said.
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New York Community Bancorp, Inc. to Acquire Synergy Financial Group, Inc.
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Company Profiles
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New York Community Bancorp, Inc.
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With assets of $30.3 billion (including those acquired in the recent PennFed
transaction), New York Community Bancorp, Inc. is the holding company for New
York Community Bank and New York Commercial Bank, and the leading producer of
multi-family loans for portfolio in New York City. The fourth largest thrift
depository in its market, New York Community Bank has 160 offices serving New
York City, Long Island, and Westchester County in New York and Essex, Union,
Hudson, Monmouth, Ocean, and Middlesex Counties in New Jersey, and operates
through eight local divisions: Queens County Savings Bank, Roslyn Savings Bank,
Richmond County Savings Bank, Roosevelt Savings Bank, CFS Bank, First Savings
Bank of New Jersey, Ironbound Bank, and Penn Federal Savings Bank. New York
Commercial Bank currently has 27 branches serving Manhattan, Queens, Brooklyn,
Westchester County, and Long Island, including 17 branches of Atlantic Bank.
Additional information about New York Community Bancorp, Inc. and its bank
subsidiaries is available at www.myNYCB.com and www.NewYorkCommercialBank.com.
Synergy Financial Group, Inc.
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Synergy Financial Group, Inc. is the $966.5 million holding company for Synergy
Bank and Synergy Financial Services, Inc. The Company provides a diversified
line of products and financial services to individuals and small to mid-size
businesses through a network of 20 branch offices located in Middlesex,
Monmouth, and Union Counties in New Jersey. An additional branch office is
scheduled to open in Mercer County in June 2007. Additional information about
Synergy Financial Group, Inc. and its subsidiaries is available at
www.synergyonthenet.com.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any securities. The proposed transaction will be submitted to
Synergy's stockholders for their consideration. New York Community Bancorp, Inc.
will file a registration statement containing a proxy statement/prospectus that
will be sent to Synergy's stockholders, and other relevant documents concerning
the proposed transaction, with the U.S. Securities and Exchange Commission (the
"SEC"). Synergy will file relevant documents concerning the proposed transaction
with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT CONTAINING
THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by New York
Community Bancorp, Inc. will be available free of charge from the Investor
Relations Department, New York Community Bancorp, Inc., 615 Merrick Avenue,
Westbury, New York 11590. Documents filed with the SEC by Synergy will be
available free of charge from the Corporate Secretary, Synergy Financial Group,
Inc., 310 North Avenue East, Cranford, New Jersey 07016.
The directors, executive officers, and certain other members of management of
Synergy Financial Group, Inc. may be soliciting proxies in favor of the
transaction from the company's shareholders. For information about these
directors, executive officers, and members of management, please refer to
Synergy's proxy statement for the 2007 Annual Meeting of Stockholders, which is
available on its web site and on the SEC's web site, and at the address provided
in the preceding paragraph.
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4
New York Community Bancorp, Inc. to Acquire Synergy Financial Group, Inc.
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Safe Harbor Provisions of the Private Litigation Reform Act of 1995
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This release, like other written and oral communications presented by New York
Community Bancorp, Inc. and Synergy Financial Group, Inc. (the "Companies") and
their authorized officers, may contain certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
The Companies intend such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions, may be
identified by their reference to future periods and include, without limitation,
those statements relating to the anticipated effects of the transaction between
the Companies. The following factors, among others, could cause the actual
results of the transaction and the expected benefits of the transaction to the
combined company and to the Companies' shareholders to differ materially from
the expectations stated in this release: the ability of the Companies to
consummate the transaction; a materially adverse change in the financial
condition or results of operations of either company; the ability of New York
Community Bancorp, Inc. to successfully integrate the assets, liabilities,
customers, systems, and any management personnel it may acquire into its
operations pursuant to the transaction; and the ability to realize the related
revenue synergies and cost savings within the expected time frames.
In addition, factors that could cause the actual results of the transaction to
differ materially from current expectations include, but are not limited to,
general economic conditions and trends, either nationally or locally in some or
all of the areas in which the Companies and their customers conduct their
respective businesses; conditions in the securities markets or the banking
industry; changes in interest rates, which may affect the Companies' net income,
the level of prepayment penalties and other future cash flows, or the market
value of their assets; changes in deposit flows, and in the demand for deposit,
loan, and investment products and other financial services in the Companies'
local markets; changes in the financial or operating performance of the
Companies' customers' businesses; changes in real estate values, which could
impact the quality of the assets securing the Companies' loans; changes in the
quality or composition of the Companies' loan or investment portfolios; changes
in competitive pressures among financial institutions or from non-financial
institutions; changes in the customer base of either company; potential exposure
to unknown or contingent liabilities of companies targeted for acquisition, or
in the process of being acquired, by New York Community Bancorp, Inc; the
Companies' timely development of new lines of business and competitive products
or services within existing lines of business in a changing environment, and the
acceptance of such products or services by the Companies' customers; any
interruption or breach of security resulting in failures or disruptions in
customer account management, general ledger, deposit, loan, or other systems;
the outcome of pending or threatened litigation or of other matters before
regulatory agencies, or of matters resulting from regulatory exams, whether
currently existing or commencing in the future; environmental conditions that
exist or may exist on properties owned by, leased by, or mortgaged to the
Companies; changes in estimates of future reserve requirements based upon the
periodic review thereof under relevant regulatory and accounting requirements;
changes in banking, securities, tax, environmental protection, and insurance
law, regulations, and policies, and the ability to comply with such changes in a
timely manner; changes in accounting principles, policies, practices, or
guidelines; changes in legislation and regulation; operational issues stemming
from and/or capital spending necessitated by the potential need to adapt to
industry changes in information technology systems, on which the Companies are
highly dependent; changes in the monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve
Board; war or terrorist activities; and other economic, competitive,
governmental, regulatory, and geopolitical factors affecting the Companies'
operations, pricing, and services. Additionally, the timing and occurrence or
non-occurrence of events may be subject to circumstances beyond the Companies'
control.
It also should be noted that New York Community Bancorp, Inc. routinely
evaluates opportunities to expand through acquisition and frequently conducts
due diligence activities in connection with such opportunities. As a result,
acquisition discussions and, in some cases, negotiations, may take place in the
future, and acquisitions involving cash, debt, or equity securities may occur.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. Except as required
by applicable law or regulation, the Companies disclaim any obligation to update
any forward-looking statements.