Valley National Bancorp Receives Regulatory Approval From The OCC For The Acquisition Of USAmeriBancorp, Inc.

WAYNE, N.J. - Tuesday, October 10, 2017 - Valley National Bancorp (NYSE:VLY) (“Valley”) announced today it received regulatory approval from The Office of the Comptroller of the Currency (OCC) to complete the previously announced merger of USAmeriBancorp, Inc. (“USAB”) (OTC Pink: USAB) with and into Valley. In conjunction with the previously announced Federal Reserve approval, Valley has now received all necessary banking regulatory approvals to complete the merger.

The merger is still subject to a number of conditions, including shareholder approval. Valley has filed an S-4 registration containing a joint proxy statement with the Securities Exchange Commission (“SEC”). When the SEC process allows the registration statement to become effective, Valley and USAB will announce the dates of their shareholder meetings.

The companies entered into a merger agreement on July 26, 2017, in which the common shareholders of USAB will receive 6.1 shares of Valley common stock for each USAB share they own, subject to adjustment in the event Valley’s volume-weighted average stock price falls below $11.50 or rises above $13.00 prior to closing. The transaction is valued at an estimated $816 million, based on Valley’s closing stock price on July 25, 2017.

USAB, and its wholly-owned subsidiary, USAmeriBank, headquartered in Clearwater, Florida, has approximately $4.4 billion in assets, $3.6 billion in loans, $3.5 billion in deposits, and maintains a branch network of 30 offices. The acquisition represents a significant addition to Valley’s Florida franchise, and will meaningfully enhance its presence in the Tampa Bay market, which is Florida’s second largest metropolitan area by population. The acquisition will also bring Valley to the Birmingham, Montgomery, and Tallapoosa areas in Alabama, where USAmeriBank maintains 15 offices contributing approximately $1.1 billion of deposits and $520 million in loans.

The combined company is expected to have approximately $28 billion in assets, $21 billion in loans, $21 billion in deposits, and 239 branches across New Jersey, New York, Florida, and Alabama.

About Valley
Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey with approximately $23 billion in assets. Its principal subsidiary, Valley National Bank, currently operates over 200 branch locations in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn, Queens and Long Island, and Florida. Valley National Bank is one of the largest commercial banks headquartered in New Jersey with executive offices in Manhattan and West Palm Beach. Helping communities grow and prosper is the heart of Valley's corporate citizenship philosophy. For more information about Valley National Bank and its products and services, please visit a convenient branch location, or call our Customer Service Team at 800-522-4100.

About USAmeriBank
USAmeriBank is an independent, non-public bank based in Clearwater, Florida, that has established itself as an outstanding middle-market financial institution. The bank serves the needs of individuals and businesses in the Tampa Bay area in Florida, and in the Birmingham, Montgomery and Tallapoosa areas in Alabama, by providing a high-level of personalized service and attention to a targeted customer base. USAmeriBank’s parent company is USAmeriBancorp, Inc. More information is available at