Sale to Valley National Bancorp
Our attorneys represented State Bancorp, Inc., a publicly traded company, in its acquisition by Valley National Bancorp, also a publicly traded company, in an all stock transaction valued at $222 million.
In connection with this project, we advised the Board of directors in connection with its evaluation of the Company's strategic options. We assisted the Company as it prepared for due diligence by the buyer and assisted in conducting due diligence on the buyer. We participated in the structuring of the transaction from a corporate, tax and bank regulatory standpoint and negotiated the terms of the definitive acquisition agreement and related documents. We assisted in preparing application materials submitted to the federal and state bank regulatory agencies that resulted in receipt of the requisite approvals to complete the transaction and assisted in the preparation of the proxy statement/prospectus filed with the SEC and distributed to the client's shareholders for use at a special shareholder meeting to approve the transaction. State Bancorp also had outstanding preferred stock held by the United States Treasury under its TARP program and we assisted in the redemption of those securities as a condition to the completion of the acquisition. We also defended the Company in litigation attacking certain aspects of the transaction brought by a shareholder and achieved a satisfactory settlement that allowed the transaction to close in a timely and efficient manner.