Sterling Bancorp And Hudson Valley To Merge In $539 Mln Stock-for-stock Deal

(RTTNews) - Sterling Bancorp (STL) and Hudson Valley Holding Corp. (HVB) announced that they have entered into a definitive merger agreement in a stock-for-stock transaction valued at approximately $539 million, based on the closing price of Sterling Bancorp common stock on November 4, 2014.

The merger agreement calls for a fixed exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Hudson Valley Holding Corp. common stock. The merger consideration represents an 18.4% premium to Hudson Valley Holding's share price as of the close of business on November 4, 2014.

Upon closing, Sterling Bancorp stockholders will own approximately 69% of the stock of the combined company and Hudson Valley Holding Corp. stockholders will own approximately 31%.

Upon completion of the merger, the new company will have approximately $10.5 billion in assets, $6.6 billion in gross loans, and deposits of more than $8.1 billion.

The merger is expected to generate approximately $34 million in fully phased-in annual cost savings and is expected to be accretive to Sterling Bancorp's earnings per share in the calendar years ending December 31, 2015 and 2016.

The companies said that the combined company will continue to operate under the Sterling Bancorp name and its principal banking subsidiary will continue under the name Sterling National Bank. The resulting institution will have a footprint spanning New York City, the Hudson Valley, Long Island and New Jersey.

According to the companies, the leadership team of the combined company will be assembled from both organizations with Sterling Bancorp's Jack Kopnisky serving as Chief Executive Officer and Luis Massiani serving as Chief Financial Officer. Effective at the closing of the transaction, Sterling will appoint four directors from the Board of Directors of Hudson Valley to join the Board of Directors of the combined company.

The transaction has been approved by the Boards of Directors of both companies, and is expected to close in the second quarter of 2015. The transaction is subject to approval by each company's stockholders, as well as regulatory approval and other customary closing conditions.