Filed by Valley National Bancorp
pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: The Westchester Bank Holding Corporation
Commission File Number: 001-11277
The following key points are meant to be a guide as you have conversations with your internal team, customers, business
partners and people in the community about The Westchester Banks merger with Valley Bank.
If you are asked something that is not addressed in this
document, and you are unsure of how to answer, please let the person know that you will find out more information and get back to them. Then ask your manager for the appropriate information or for advice on how best to answer the question.
If you are contacted by a member of the media, please refer them to Marc Piro, Head of Content, Creative and PR at Valley Bank, 973.686.546 or
mpiro@valley.com.
|
The Westchester Bank has executed a merger agreement where it agreed to be acquired by Valley Bank. Founded in
2008 by local investors and banking professionals, The Westchester Bank is a local community bank with $1.3 billion in assets and 7 branches located throughout Westchester County.
|
|
The Westchester Bank is headquartered in White Plains at 12 Water Street with seven branch locations:
|
|
|
|
Yonkers at 1900 Central Park Avenue
|
|
|
|
White Plains at 464 Mamaroneck Avenue
|
|
|
|
Thornwood at 994 Broadway
|
|
|
|
Mount Kisco at 51 South Moger Avenue
|
|
|
|
Mamaroneck at 305 Mamaroneck Avenue
|
|
|
|
Rye Brook at 800 Westchester Avenue
|
|
|
|
Ossining at 240 South Highland Avenue
|
|
Our two banks share a very similar culture and philosophy, one that puts customers first, focuses on helping
customers succeed and supporting the local communities we serve in a meaningful way.
|
|
Acquiring The Westchester Bank allows us an entry into one of the premier markets on the east coast.
|
|
This merger will provide TWB customers with the same great personalized support they are used to from the same
familiar faces theyve become accustomed to with an expanded line of innovative banking solutions that Valley offers across its entire footprint.
|
|
There will be no immediate changes to your banking experience and the closing is expected to take place within
the fourth quarter of 2021.
|
Important Information and Where to Find It
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with
respect to the proposed acquisition by Valley National Bancorp (Valley) of The Westchester Bank Holding Corporation (Westchester). No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transaction, Valley will file with the U.S. Securities and Exchange Commission
(the SEC) a Registration Statement on Form S-4 that will include a proxy statement of Westchester and a prospectus of Valley (the Proxy Statement/Prospectus), and Valley may file with
the SEC other relevant documents concerning the proposed transaction. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Westchester. STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY VALLEY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VALLEY, WESTCHESTER AND THE PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as
other filings containing information about Valley, may be obtained at the SECs website (http://www.sec.gov) when they are filed by Valley. You will also be able to obtain these documents, when they are filed, free of charge, from Valley at
www.valley.com under the heading Investor Relations. Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, at Valleys website at http://ir.valleynationalbank.com or by directing a
request to Ronald H. Janis, Senior Executive Vice President & General Counsel, Valley National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973) 305-8800, or by directing a
request to The Westchester Bank Holding Corporation, 12 Water Street, White Plains, New York 10601.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Valley or Westchester. However, Valley, Westchester and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Westchester in respect of the proposed transaction. Information about Valleys directors and executive officers
is available in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 8, 2021, and other documents filed by Valley with the SEC. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the
SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.
© 2021 Valley
National Bank. Equal Opportunity Lender. All Rights Reserved. For Internal Use Only. Not To Be Distributed Outside The Bank.