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This excerpt taken from the VLY 10-Q filed May 11, 2009. Acquisition The following business combination was accounted for under the purchase method of accounting as prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” Accordingly, the results of operations of the acquired companies have been included in Valley’s results of operations since the date of acquisition. Under this method of accounting, the purchase price is allocated to the respective assets acquired and liabilities assumed based on their estimated fair values, net of applicable income tax effects. The excess cost over fair value of net assets acquired is recorded as goodwill. On July 1, 2008, Valley completed the acquisition of Greater Community Bancorp (“Greater Community”), the holding company of Greater Community Bank, a commercial bank with approximately $1.0 billion in assets and 16 full-service branches in northern New Jersey. The purchase price of $167.8 million was paid through a combination of Valley’s common stock (approximately 9.1 million shares) and warrants (described below). The transaction generated approximately $115.3 million in goodwill and $7.5 million in core deposit intangibles subject to amortization beginning July 1, 2008. Greater Community Bank was merged into Valley National Bank as of the acquisition date. Valley issued approximately 964 thousand warrants to purchase Valley’s common stock at $18.10 per share which are exercisable beginning July 1, 2010 and expire on June 30, 2015. The Valley warrants, which have been determined to qualify as permanent equity, are publicly traded and listed on the NASDAQ Capital Market under the ticker symbol “VLYWW.” Pro forma results of operations including Greater Community for the three months ended March 31, 2008 have not been presented, as the acquisition did not have a material impact on Valley’s operating results. This excerpt taken from the VLY 10-Q filed Nov 7, 2008. Acquisition On July 1, 2008, Valley completed the acquisition of Greater Community Bancorp (“Greater Community”), the holding company of Greater Community Bank, a commercial bank with approximately $1.0 billion in assets and 16 full-service branches in northern New Jersey. The purchase price of $167.8 million was paid through a combination of Valley’s common stock (8.7 million shares) and warrants (described below). The transaction generated approximately $114.2 million in goodwill and $7.5 million in core deposit intangibles subject to amortization beginning July 1, 2008. Greater Community Bank was merged into VNB as of the acquisition date. Valley issued approximately 918 thousand warrants to purchase Valley’s common stock at $19.01 per share which are exercisable beginning July 1, 2010 and expire on June 30, 2015. The Valley warrants, which have been determined to qualify as permanent equity, are publicly traded and listed on the NASDAQ Capital Market under the ticker symbol “VLYWW.” Pro forma results of operations including Greater Community for the nine months ended September 30, 2008 and the three and nine months ended September 30, 2007 are excluded, as the acquisition did not have a material impact on Valley’s operating results. This excerpt taken from the VLY 8-K filed Mar 20, 2008. Acquisition”);
(ii) if such an Acquisition is closed after the Effective Time, the Warrants
shall become exercisable immediately upon the date such an Acquisition is
closed; and (iii) the Warrants shall become exercisable immediately upon the
date Valley signs a definitive agreement with respect to an Acquisition; and
(iv) the Warrants shall become exercisable immediately from the date Valley
sends (or should have sent) notice to the Holders of the applicable record date
specified in Section
4.2 or 4.3. In the event that the Warrants become exercisable
prior to two years after the Effective Time, Valley shall cause notice of the
exercisability to be promptly given to the all Holders.
3.2. Means of
Exercise. In order to exercise a Warrant, the Holder must
present and surrender the Warrant Certificate to the Warrant Agent at its
office, with the Subscription Form on the back of the Warrant Certificate duly
executed and it must be accompanied by payment in full, in the form of cash, by
certified or official bank check payable to the order of Valley or its
successor, of the aggregate Warrant Price for the number of shares of Valley
Common Stock specified in such Subscription Form.
3.3. Issuance of Valley Common
Stock. Upon the request of the Warrant Agent, Valley shall
promptly deliver or cause its transfer agent to deliver a certificate or
certificates evidencing the shares of Valley Common Stock purchased when any
Warrant is validly exercised.
3.4. Certain Exercise
Provisions. If any Warrant is exercised in part only, a new
Warrant Certificate, dated the date of such exercise, evidencing the rights of
the Holder thereof to purchase the balance of the shares of Valley Common Stock
purchasable under such original Warrant shall promptly be issued to such Holder.
Upon receipt of any Warrant Certificate by the Warrant Agent, at its office, in
proper form for exercise and accompanied by payments as herein provided, the
Holder shall be deemed to be the holder of record of the shares of Valley Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of Valley shall then be closed or that certificates representing such shares of
Valley Common Stock shall not then be actually delivered to the
Holder.
SECTION
4. ADJUSTMENT OF WARRANT PRICE
AND NUMBER OF SHARES PURCHASABLE AND OTHER TERMS IN CERTAIN
EVENTS. The Warrant Price and the number of shares of Valley
Common Stock purchasable upon exercise of any Warrant and the other terms and
conditions of the Warrant shall be subject to adjustment and modification as
follows in the circumstances provided:
-3-
4.1. Declaration of Stock
Dividend, Splits, Reverse Splits or Reclassification or
Reorganization.
(a)
In case Valley shall declare any dividend or other distribution upon its
outstanding shares of Valley Common Stock in Valley Common Stock or shall
subdivide its outstanding shares of Valley Common Stock into a greater number of
shares, then the number of shares of Valley Common Stock which may thereafter be
purchased upon the exercise of any Warrant shall be increased in proportion to
the increase in the number of shares of Valley Common Stock outstanding through
such dividend or subdivision and the Warrant Price per share shall be decreased
in such proportion. In case Valley shall at any time combine the outstanding
shares of its Valley Common Stock into a smaller number of shares, the number of
shares of Valley Common Stock which may thereafter be purchased upon the
exercise of any Warrant shall be decreased in proportion to the decrease in the
number of shares of Valley Common Stock outstanding through such combination and
the Warrant Price per share shall be increased in such proportion. Valley shall
cause a notice to be mailed to each Holder at least 20 days prior to the
applicable record date for the activity covered by this Section 4.1(a).
Valley’s failure to give the notice required by this Section 4.1(a) or any
defect therein shall not affect the validity of the activity covered by this
Section
4.1(a).
(b)
In case Valley shall at any time (i) distribute any rights, options or
warrants to all holders of shares of Valley Common Stock, (ii) issue other
securities to all holders of shares of Valley Common Stock by reclassification
of its shares of Valley Common Stock, or (iii) issue by means of a capital
reorganization other securities of Valley in lieu of the Valley Common Stock or
in addition to the Valley Common Stock, then the number of shares purchasable
upon exercise of each Warrant immediately prior thereto shall be adjusted so
that the Holder of each Warrant shall be entitled to receive the kind and number
of shares or other securities of Valley which the Holder would have owned or
have been entitled to receive after the happening of the event described above,
had such Warrant been exercised immediately prior to the happening of such event
or any record date with respect thereto. Valley shall cause a notice to be
mailed to each Holder at least 20 days prior to the applicable record date for
the activity covered by this Section 4.1(b).
Valley’ failure to give the notice required by this Section 4.1(b) or any
defect therein shall not affect the validity of the activity covered by this
Section
4.1(b).
(c)
An adjustment made pursuant to this Section 4.1 shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.
(d)
For the purpose of this Section 4.1, the term “ | EXCERPTS ON THIS PAGE:
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