 New Jersey’s
and New York’s Premier Relationship Commercial Bank
Filed by Valley National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: State Bancorp, Inc.
Commission File No. 001-14783 |
 2
Forward Looking Statements
The foregoing 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, taxation, technology and market conditions. These
statements may be identified by such forward-looking terminology as
“expect,” “believe,” “view,” “opportunity,” “allow,”
“continues,” “reflects,” “typically,” “usually,”
“anticipate,” or similar statements or variations of such terms. Such
forward-looking statements involve certain risks and uncertainties. Actual results may differ
materially from such forward-looking statements. Factors that may cause actual results to
differ from those contemplated by such forward-looking statements include, but are
not limited to, the following: failure to obtain shareholder or regulatory approval for
the merger of State Bancorp with Valley or to satisfy other conditions to the merger on
the proposed terms and within the proposed timeframe including, without limitation, the
purchase from the United States Department of the Treasury of each share of State Bancorp’s
Series A Preferred Stock issued under the Treasury’s Capital Purchase Program; the
inability to realize expected cost savings and synergies from the merger of State
Bancorp with Valley in the amounts or in the timeframe anticipated; changes in the
estimate of non-recurring charges; costs or difficulties relating to integration
matters might be greater than expected; material adverse changes in Valley’s or State Bancorp’s
operations or earnings; the inability to retain State Bancorp’s customers and employees;
or a decline in the economy in Valley’s primary market areas, mainly in New Jersey
and New York, as well as the risk factors set forth in Valley’s Annual Report on
Form 10-K for the year ended December 31, 2010. Valley assumes no obligation for
updating any such forward-looking statement at any time. |
 3
Additional Information and Where to Find it
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation
of
any
vote
or
approval.
In
connection
with
the
proposed
merger,
Valley
intends
to
file
a
proxy
statement/prospectus
with
the
Securities
and
Exchange
Commission.
INVESTORS
AND
SECURITY
HOLDERS
ARE
ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the registration
statement (when available) and other documents filed by Valley with the Commission at the
Commission’s web site at
www.sec.gov.
These
documents
may
be
accessed
and
downloaded
for
free
at
Valley’s
web
site
at
http://www.valleynationalbank.com/filings.html
or
by
directing
a
request
to
Dianne
M.
Grenz,
First
Senior
Vice
President, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone
(973) 305-3380. Participants in the Solicitation
This
communication
is
not
a
solicitation
of
a
proxy
from
any
security
holder
of
State
Bancorp.
However,
Valley,
State
Bancorp,
their
respective
directors
and
executive
officers
and
other
persons
may
be
deemed
to
be
participants in the solicitation of proxies from State Bancorp’s shareholders in respect
of the proposed transaction.
Information
regarding
the
directors
and
executive
officers
of
Valley
may
be
found
in
its
definitive
proxy statement relating to its 2011 Annual Meeting of Shareholders, which was filed with the
Commission on March 11, 2011 and can be obtained free of charge from Valley’s
website. Information regarding the directors and
executive officers of State Bancorp may be found in its definitive proxy statement relating to
its 2011 Annual Meeting of Shareholders, which was filed with the Commission on March
25, 2011 and can be obtained free of charge from State Bancorp’s website.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed
with the SEC when they become available. |
 4
Strategic Rationale for Transaction
•
Powerful Super Community Bank Franchise
–
Strategic
eastward
geographic
extension
into
a
contiguous
market
for
Valley
–
Strong middle market commercial lender which matches up with
Valley’s historic strengths
–
Significant core deposit funding franchise
–
Utilizes management team of Tom O’Brien with extensive Long Island
expertise
•
Shared Vision of Banking
–
Relationship bank
–
Conservative management culture
•
Financially Advantageous
–
Commitment to strong capital
–
Accretive to income within one year
4 |
 Summary of Key
Terms *Adjusted to
reflect
the
5%
stock
dividend
declared
by
Valley
on
4/13/11
**Calculations based on Valley’s 10 day average closing share price
(4/14/11 – 4/28/11)
5 |
 6
Valley’s Eastward Expansion
•
New York City
–
Acquired Merchants Bank in 2001 (7 branches)
–
Opened 7 De Novo locations
–
Acquired 2 locations with LibertyPointe and Park Avenue acquisitions
•
Brooklyn and Queens
–
Opened 13 De Novo locations since 2007
–
Acquired deposits and lending relationships from LibertyPointe and Park Avenue
acquisitions
•
Long Island
–
Due diligence on Valley’s expansion into Long Island commenced in 2008
•
Continuation of Valley’s eastward franchise expansion, Long Island phase restrained
between 2008 and 2010 due to economic uncertainty and lack of strong acquisition
candidate(s) –
Significant opportunities to fill in franchise
•
Opportunity to grow via De Novo branching
•
Still receptive to grow via acquisition |
 7
Strategic Fit
Valley’s
New
York
Expansion
Begins
-
2001
•2001 – Expansion into Manhattan through
Merchant’s acquisition (7 Branches)
Total NY Relationships
•$950 million in NY deposits
•$473 million in NY
loans* VLY NJ Branches
Merchant’s Branches
* NY loans include C&I loans |
 8
Strategic Fit
Valley’s New York Expansion Continues
•2001 - 2010 De Novo growth in Manhattan
•2007 - 2010 Expansion into Brooklyn and
Queens through De Novo strategy and the
acquisitions of LibertyPointe and Park Avenue
•2011 The acquisition of State
Bancorp furthers Valley’s eastbound expansion into
Nassau and Suffolk Counties
•Pro-forma NY branch network of 46
Total NY Relationships
•$2.9 billion in NY
deposits •$2.1 billion in
NY loans* * Pro-forma deposits include State Bancorp;
pro-forma loans are inclusive of VLY C&I and State Bancorp 2001+ De
Novo Branches** Manhattan -
9
2007+ Brooklyn/Queens
Brooklyn –
8
Queens -
5
State Bank Branches
Queens –
3
Nassau –
8
Suffolk –
5
Manhattan –
1
VLY NJ Branches -
169
2001 Merchant’s Branches
Manhattan -
7
** Includes 2 branches acquired from LibertyPointe and Park Avenue
|
 9
Demographic Overview
•
Familiar & Strong Demographics
–
High net worth marketplace
–
Population density
–
Large average deposits per branch
–
Significant number of businesses within marketplace
* Core Market Includes Passaic, Morris, Hudson, Essex and Bergen
Counties |
 10
Future Opportunities
•
Ability to lever Valley’s capital to grow Long Island Franchise
–
Opportunity to fill in Nassau and Suffolk county geography
•
Consumer Lending
–
Opportunity to introduce new products (State Bancorp does
not actively pursue consumer lending relationships)
•
Valley’s residential mortgage products
•
Valley’s consumer lending (auto & home equity) products
•
Commercial Lending
–
Opportunity to expand relationships
•
Larger lending limit |
 11
Pro-Forma Impact
* Pro-Forma assets, loans and deposits have not been adjusted to reflect
purchase accounting adjustments. (1) Adjusted to reflect Valley’s 5%
stock dividend declared on April 13, 2011 |
 12
3/31/2011 Loan Mix
Pro-Forma Impact |
 13
3/31/2011 Deposit Mix
Pro-Forma Impact |
 State
Bancorp •
Commercial bank headquartered in Jericho, NY with 17 branches located in Long Island,
Manhattan and Queens
•
Commercial oriented business model with a focus on deep client relationships
•
The Company’s turnaround, which began in 2007, resulted in an extensive corporate
restructuring that included strategic dispositions to remove excessive operating complexity,
streamlined operating efficiencies, strengthened internal controls, improved
technological infrastructure and service delivery, reduction of risks and enhanced
shareholder friendly corporate governance practices
•
Proactive management approach to reduce high risk loans and minimize future credit
exposure
•
Provides clients with immediate access to senior management and highly skilled business
banking professionals with local market knowledge and expertise
•
Entrepreneurial culture that fosters professional empowerment
•
Management uniquely aligned with stockholders’
interests
•
Experienced senior management team with an average of 31 years banking experience
•
Solid capital base with ratios that are significantly in excess of highest
“well-capitalized” regulatory standard
Company Overview
14 |
 State
Bancorp Summary Statistics
15 |
 Valley National
Bancorp Today About Valley
Regional Bank Holding Company
Approximately $14.4 Billion in
Assets
Headquartered in Wayne, New
Jersey
46
th
Largest United States
Chartered
Commercial Bank
Largest Commercial Bank
Headquartered in New Jersey
Operates 198 Branches in 134
Communities Serving 14 counties
throughout Northern and Central
New Jersey, Manhattan, Brooklyn
and Queens
Traded on the NYSE (VLY)
Significant Attributes
Consistent Shareholder Returns
Focus on Credit Quality
Conservative Strategies
Affluent and Heavily Populated
Footprint
Strong Customer Service
Experienced Senior and Executive
Management
16 |
 17
Acquisition History
•
Customer Friendly
•
Employee Friendly
•
Seamless Transitions
•
Quick Conversions |