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Subject: TNM

Valley National Bancorp Announces the Receipt of Regulatory and Shareholder Approvals for the Acquisition of USAmeriBancorp, Inc.


WAYNE, N.J., Dec. 15, 2017 /PRNewswire/ -- Valley National Bancorp (NYSE: VLY) ("Valley") and USAmeriBancorp, Inc. ("USAB") (OTC Pink:  USAB) jointly announced today that regulatory and shareholder approvals necessary to complete the previously announced merger of USAB with and into Valley have been received. It is anticipated that the common shareholders of USAB will receive 6.100 shares of Valley common stock for each share of USAB common stock that they hold since the exchange ratio is subject to adjustment in the event Valley's average closing price is less than $11.50 or greater than $13.00 prior to closing.  The merger is expected to be effective on January 1, 2018, subject to the completion of remaining closing conditions. 

As of September 30, 2017, USAB, largely through its wholly-owned subsidiary, USAmeriBank, had approximately $4.5 billion in assets, $3.6 billion in net loans, and $3.6 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.  The combined company is expected to have more than $28 billion in assets and 238 branches.

About Valley

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey with nearly $24 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 and is committed to providing the most convenient service, the latest in product innovations and an experienced and knowledgeable staff with a high priority on friendly customer service. For more information about Valley National Bank and its products and services, please visit www.valleynationalbank.com or call our Customer Service Center 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 www.USAmeriBank.com.

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, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as "should," "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 materially from those contemplated by such forward-looking statements include, but are not limited to:

A detailed discussion of factors that could affect our results is included in our SEC filings, including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the period ended September 30, 2017. 

We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

SOURCE Valley National Bancorp


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