| |
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: Greater Community Bancorp
Commission
File No.
000-14294
|
Set forth
below is a press release issued by Valley National Bancorp on May 27,
2008.
|
FOR
IMMEDIATE RELEASE
|
CONTACT:
|
Dianne
M. Grenz
|
|
|
|
First
Senior Vice President
|
|
|
|
Director
of Public &
|
|
|
|
Shareholder
Relations
|
|
|
|
973-305-3380
|
VALLEY
NATIONAL BANCORP RECEIVES OCC APPROVAL FOR
THE
ACQUISITION OF GREATER COMMUNITY BANCORP
WAYNE, N.J., Tuesday, May 27, 2008 –
Valley National Bancorp (NYSE:VLY) (“Valley”), the holding company of
Valley National Bank, announced today that it has received all regulatory
approvals necessary to complete the previously announced acquisition of Greater
Community Bancorp (“Greater Community”). The shareholder meeting of Greater
Community to approve the merger transaction is scheduled for June 19,
2008.
Valley
expects that the merger between Valley and Greater Community will be completed
during the first week of July 2008.
Greater
Community is the holding company for Greater Community Bank, a commercial bank
with approximately $1.0 billion in assets and 16 full-service branches in the
northern New Jersey counties of Bergen, Passaic and Morris. Pursuant
to the merger agreement, Greater Community Bank will be merged with and into
Valley National Bank.
Valley
National Bancorp is a regional bank holding company with approximately $13
billion in assets, headquartered in Wayne, New Jersey. Its principal
subsidiary, Valley National Bank, currently operates 176 offices in 115
communities serving 14 counties throughout northern and central New Jersey,
Manhattan, Brooklyn and Queens.
Cautionary
Statement Concerning 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 acquisitions, relationships and
opportunities. These statements may be identified by such
forward-looking terminology as “expect” or similar statements or
variations. Such forward-looking statements involve certain
risks and uncertainties. Actual results may differ materially from
such forward-looking statements. Valley assumes no obligation for updating any
such forward-looking statement at any time. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, but are not limited to, failure to obtain
shareholder approval for the merger of Greater Community with Valley or to
satisfy other conditions to the merger on the proposed terms and within the
proposed timeframe and material adverse changes in Valley’s or Greater
Community’s operations or earnings.
Additional
Information and Where to Find it
In
connection with the proposed merger, Valley National Bancorp has filed a proxy
statement/prospectus with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of
the registration statement 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) 305-4005.
Participants
in the Solicitation
This
communication is not a solicitation of a proxy from any security holder of
Greater Community. However, Valley, Greater Community, their
respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies from Greater Community’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 2008 Annual Meeting of Shareholders,
which was filed with the Commission on March 6, 2008 and can be obtained free of
charge from Valley’s website. Information regarding the directors and
executive officers of Greater Community may be found in its 2007 Annual Report
on Form 10-K, which was filed with the Commission on March 12, 2008 and can be
obtained free of charge from Greater Community’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, can be found in the proxy statement/prospectus and other relevant
materials filed with the SEC.
2