Oritani Financial Corp. (MHC) to Acquire Greater Community Bancorp
14 Novembre 2007 - 1:00PM
PR Newswire (US)
WASHINGTON TWP, N.J. and TOTOWA, N.J., Nov. 14
/PRNewswire-FirstCall/ -- Kevin J. Lynch, Chairman, President and
CEO of Oritani Financial Corp. (MHC) ("Oritani") (NASDAQ:ORIT) the
holding company for Oritani Savings Bank, announced that Oritani
has entered into a Merger Agreement providing for the acquisition
of Greater Community Bancorp ("Greater Community") (NASDAQ:GFLS) by
Oritani. Greater Community is the holding company for Greater
Community Bank. Under the terms of the Merger Agreement, Greater
Community shareholders will be entitled to receive $21.40 per share
or $187 million in aggregate deal value. The consideration mix will
be 60% stock and 40% cash. The exchange ratio for the stock
consideration will equal $21.40 divided by the Oritani market value
as defined in the Merger Agreement, provided that the exchange
ratio shall not be more than 1.4588 or less than 1.1935. Charles J.
Volpe and Alfred R. Urbano, currently directors of Greater
Community, will join Oritani's Board of Directors. Anthony M.
Bruno, the Chairman, President and CEO of Greater Community, has
agreed to assist the combined entity through closing and will then
resign to pursue other interests. Greater Community Bank will be
merged into Oritani Savings Bank which will be renamed Oritani
Community Bank. The combined institution will have $2.3 billion in
assets and 36 branches serving Bergen, Passaic, Hudson and Morris
Counties. There is no expected branch consolidation. The combined
institution has three additional branches in various stages of
completion. The Merger is expected to close during Oritani's fiscal
fourth quarter of 2008, which ends June 30, 2008. Oritani
management expects the acquisition will be at least 20% accretive
to fiscal 2009 earnings per share and 40% accretive to fiscal 2009
cash earnings per share. Following the merger, Oritani expects to
have approximately 42% of its outstanding shares publicly traded
and 58% owned by Oritani Financial Corp. MHC. Mr. Lynch said: "The
acquisition of Greater Community accomplishes a number of financial
and strategic goals for Oritani. The transaction significantly
deploys the capital raised in our initial public offering earlier
this year and provides the option for the transition to a fully
public company at the appropriate time. The acquisition is expected
to substantially increase our earnings. On a pro forma basis,
Oritani's deposit mix will shift from primarily time deposits to
primarily core deposits. Both institutions have a sound credit
culture, a strong commercial lending staff and have no exposure to
subprime loans." He also noted: "Both banks' loan portfolios
consist primarily of commercial and multi-family real estate loans.
Greater Community will provide additional commercial banking
expertise, products and services which will allow us to complete
our shift to a full service community bank." Mr. Bruno stated:
"This transaction provides our shareholders superior value and will
afford the combined institutions significant opportunities to
continue to leverage the capital and resources to the benefit of
both companies' shareholders, employees and customers." Both banks'
Boards of Directors have approved the Merger Agreement. The merger
transaction is subject to regulatory and shareholder approval and
contains other standard conditions which must be satisfied prior to
the closing. FinPro, Inc. served as financial advisor to Oritani in
the transaction, and Luse Gorman Pomerenk and Schick, P.C. served
as legal counsel. Sandler O'Neill + Partners, L.P. and The Kafafian
Group, Inc. acted as financial advisors to Greater Community and
Quarles & Brady LLP provided legal counsel. About Oritani
Financial Corp. (MHC) and Oritani Savings Bank Oritani Financial
Corp. is the holding company for Oritani Savings Bank, which was
founded in 1911 and offers a full range of retail and commercial
loan and deposit products. Oritani Savings Bank is dedicated to
providing exceptional personal service to individual and business
customers in northern New Jersey and has long been considered a
leader in the field of multifamily and commercial lending. Oritani
Savings Bank currently operates its main office and 18 full service
branches in the New Jersey Counties of Bergen, Hudson and Passaic.
On January 24, 2007 Oritani completed its initial public offering
in which 30% of Oritani's stock was sold to the public, 2% was
donated to the OritaniSavingsBank Charitable Foundation, with the
remaining 68% of Oritani's stock held by Oritani Financial MHC, a
mutual holding company. Oritani Financial Corp. established the
OritaniSavingsBank Charitable Foundation as a non-profit
organization dedicated to assisting other non-profit organizations
that seek to improve the quality of life for people in the
communities served by Oritani Savings Bank. Oritani Financial Corp.
contributed $1 million in cash and 811,037 shares of stock to fund
the Foundation, which has an approximate current market value of
$13.7 million. To date, the Foundation has given out over $200,000
in grants and donations. About Greater Community Bancorp and
Greater Community Bank Greater Community Bancorp is a financial
holding company headquartered in Totowa, New Jersey. Greater
Community operates 15 full-service branches in the northern New
Jersey counties of Bergen, Passaic and Morris through its
state-chartered commercial bank subsidiary Greater Community Bank.
Greater Community Bank provides traditional commercial and retail
banking services to businesses and consumers in New Jersey and,
through its subsidiary Highland Capital Corp., provides equipment
leasing and financing. Greater Community Bancorp also offers
traditional insurance products through its Greater Community
Insurance Services, LLC subsidiary, income tax preparation services
through its Greater Community Tax Services LLC subsidiary, and
title insurance and settlement services through its Greater
Community Title LLC subsidiary. In addition, Greater Community
Financial, a division of Greater Community Bank, provides a wide
range of investment products and services exclusively through
Raymond James Financial Services, Inc., member FINRA/SIPC.
(Securities are not FDIC insured or bank guaranteed, and are
subject to risk and may lose value). Insurance policies and tax
services are not insured by the FDIC or any federal government
agency, may lose value, and are not a deposit of or guaranteed by
Greater Community Bank or any bank affiliate. For more information,
please contact either: Kevin J. Lynch or Anthony M. Bruno Chairman,
President and CEO Chairman, President and CEO Oritani Financial
Corp. Greater Community Bancorp (201) 664-5400 (973) 942-1111
Oritani Financial Corp. and Greater Community Bancorp will file a
registration statement, a proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the
Securities and Exchange Commission (the "SEC"). Shareholders are
urged to read the registration statement and the proxy
statement/prospectus when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about Oritani Financial Corp. and Greater Community
Bancorp, at the SEC's Internet site (http://www.sec.gov/). Copies
of the proxy statement/prospectus to be filed by Oritani Financial
Corp. also can be obtained, when available and without charge, by
directing a request to Oritani Financial Corp., Attention: Kevin J.
Lynch, 370 Pascack Road, Township of Washington, New Jersey 07676,
(201) 664-5400 or to Greater Community Bancorp, Attention: Anthony
M. Bruno, 55 Union Boulevard, Totowa, New Jersey 07512 (973)
942-1111. Greater Community Bancorp, Oritani Financial Corp. and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Greater Community Bancorp and Oritani Financial
Corp. in connection with the acquisition. Information about the
directors and executive officers of Greater Community Bancorp and
their ownership of Greater Community Bancorp common stock is set
forth in Greater Community Bancorp's most recent proxy statement as
filed with the SEC, which is available at the SEC's Internet site
(http://www.sec.gov/) and at Greater Community Bancorp's address in
the preceding paragraph. Information about the directors and
executive officers of Oritani Financial Corp. is set forth in
Oritani Financial Corp.'s most recent proxy statement filed with
the SEC and available at the SEC's Internet site and from Oritani
Financial Corp. at the address set forth in the preceding
paragraph. Additional information regarding the interests of these
participants may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. DATASOURCE: Oritani Financial Corp. CONTACT:
Kevin J. Lynch, Chairman, President and CEO of Oritani Financial
Corp., +1-201-664-5400, or Anthony M. Bruno, Chairman, President
and CEO of Greater Community Bancorp, +1-973-942-1111 Web site:
http://www.oritani.com/
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