Valley National Bancorp · NASDAQ:VLY
Valley National Bancorp — Merger or Acquisition (September 2021)
16 slides from Valley National Bancorp's merger presentation, Sep 23, 2021
Slide 1: Creating a Premier Relationship-Based Commercial Bank
Creating a Premier Relationship- Based Commercial Bank September 23, 2021
Slide 2: Important Information and Where to Find It
2 Important Information and Where to Find It In connection with the proposed acquisition (the “Transaction”) by Valley National Bancorp (“Valley”) of Bank Leumi Le-Israel Corporation (“Leumi”) and the issuance of shares of Valley common stock as consideration in the Transaction, Valley will file wit
Slide 3: Compelling Transaction Aligns with Strategic Priorities and Enhances Franchise Value
Compelling Transaction Aligns with Strategic Priorities and 3 Enhances Franchise Value ▪ Relationship-Based Commercial Bank with a Similar Focus on Exceptional Customer Service and Credit Quality ▪ New Business Lines Enhance Balance Sheet and Revenue Diversity to Position Valley for Sustainable Futu
Slide 4: Overview of Leumi: A Uniquely Positioned Commercial Bank
4 Overview of Leumi: A Uniquely Positioned Commercial Bank Company Overview Leumi Financial Highlights (as of 6/30/2021) • Bank Leumi USA (“Leumi”) is a relationship-focused commercial bank $8,351mm Total Assets: serving commercial customers across the U.S. for the past 60 years • Commercial focus o
Slide 5: Differentiated Commercial Businesses Positioned for Growth in Attractive Markets
Differentiated Commercial Businesses Positioned for Growth 5 in Attractive Markets Key Demographic Metrics1 Leumi PF VLY Total Median HH Proj. HHI Growth Deposits2 Deposits2 Businesses Income (2021-26) Market ($Bn) ($Bn) (000s) ($000) (%) Key Business Lines Enhancing Current Valley Position $4.1 $29
Slide 6: Pro Forma Loan Composition
Pro Forma Loan Composition 1 6 As of 2Q’2021 Pro Forma Consumer Other C&I ex. PPP Other Consumer Other 8% 1% 9% 2% C&I ex. PPP 15% 7% C&I ex. PPP 17% 1-4 Family C&D 1-4 Family PPP 11% 29% 11% 13% 4% PPP 4% Product C&D C&D 5% $33.5Bn $5.4Bn 6% $38.9Bn Multifam. PPP 21% 4% Multifam. Multifam. 16% CRE
Slide 7: Comprehensive Commercial Banking Services
Comprehensive Commercial Banking Services 7 Business Overview Leumi Commercial Loan Composition (as of 2Q21) • Compatible Northeast lending culture focused on middle- market C&I, CRE, and healthcare in markets that are C&I 37% Construction familiar to Valley 12% • Nationwide platform with strong pro
Slide 8: Pro Forma Deposit Composition
8 Pro Forma Deposit Composition 1 As of 2Q’2021 Pro Forma Jumbo Time Jumbo Time Jumbo Time Retail Time Retail Time 3% 3% 3% Retail Time 3% 8% 9% NIB NIB 32% 37% NIB 58% $34.3Bn $7.1Bn $41.5Bn IB Non-Time IB Non-Time 36% IB Non-Time 56% 52% Cost of Deposits: 0.22% Cost of Deposits: 0.10% Cost of Depo
Slide 9: Technology Banking Provides Significant Low-Cost Funding and Unique Growth Opportunity
Technology Banking Provides Significant Low-Cost Funding and 9 Unique Growth Opportunity Business Overview Global VC Activity 1 • Focus on low / no-cost deposit gathering 1H’21 Americas VC Investment: $174Bn ‒ $1.9 billion of 3bps-cost deposits $338 $353 $334 $321 ‒ De minimis loan balances with opp
Slide 10: Scalable Private Banking Platform Introduces Compelling Cross-Sell Opportunities
Scalable Private Banking Platform Introduces Compelling 10 Cross-Sell Opportunities Business Overview Leumi Private Banking Key Stats • Private banking tailored to domestic and international high net-worth individuals ‒ Wealth management ‒ Low-cost deposits $29mm Investment Management Fees in 2020 ‒
Slide 11: Key Transaction Terms
11 Key Transaction Terms ▪ Each share of Leumi stock exchanged for 3.8025 shares of Valley and $5.08 in cash, subject to specified adjustments Consideration ▪ Approximate stock / cash mix: 90% / 10% ▪ Total consideration estimated at $1,148 million inclusive of the value of Leumi options 1 ▪ Price /
Slide 12: Enhanced Scale, Profitability and Compelling Financial Impact
12 Enhanced Scale, Profitability and Compelling Financial Impact 2022E 2023E VLY Leumi Pro Forma +7% 2Q21 2Q21 Strong, +5% Growing EPS Assets ($Bn) $42.6 1 $8.4 $51.0 Accretion 75% Phase-In of Fully-Realized 1 Synergies Synergies Gross Loans ($Bn) $33.5 $5.4 $38.9 1 Deposits ($Bn) $34.3 $7.1 $41.5 M
Slide 13: Summary
13 Summary ▪ Relationship-Focused Commercial Bank with a Similar Focus on Exceptional Customer Service and Credit Quality ▪ Unique Commercial Businesses Enhance Balance Sheet and Revenue Diversity to Position Valley for Sustainable Future Growth ▪ Forward-Thinking Branch Lite Model and Attractive Fu
Slide 14: Appendix
Appendix
Slide 15: Proven Track Record of Successful M&A
15 Proven Track Record of Successful M&A1 2005 – 2Q 2021, Total Assets ($Bn) A B C D E F March 2005: June 2006: July 2008: January 2012: March 2010: March 2010: Acquisition of Shrewsbury Acquisition of NorCrown Acquisition of Greater Acquisition of State Bank Acquisition of Acquisition of The Park B
Slide 16: Due Diligence Process
16 Due Diligence Process Diligence Process Reinforced Strategic Rationale and Confirmed Cultural Alignment Credit Diligence Business Diligence • Review performed by a team of ~30 seasoned Valley credit reviewers • Business and legal due diligence comprising document review and management meetings –
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