Sterling Bancorp and Astoria Financial Corporation Shareholders Approve Proposed Merger
13 Junho 2017 - 7:20PM
Shareholders of
Sterling Bancorp
(NYSE:STL)
(“Sterling”) and Astoria
Financial Corporation
(NYSE:AF)
(“Astoria”) today approved the
proposed merger of the two companies.
Pending regulatory approval, and subject to the terms of the
Agreement and Plan of Merger “Merger Agreement” dated as of March
6, 2017, Astoria Financial Corporation will merge with and into
Sterling Bancorp, and Astoria Bank will merge with and into
Sterling National Bank.
Following the special meeting of Sterling shareholders held this
morning, President and Chief Executive Officer Jack Kopnisky
stated, “We are pleased with the overwhelming support for the
merger by both our shareholders and Astoria’s, as evidenced by the
outcome of the meetings held today. More than 99% of the
votes cast at our meeting and more than 96% of the votes cast at
Astoria’s meeting were voted in favor of the merger.”
“Today’s vote moves us closer to achieving our objective of
building a high performing regional bank that focuses on serving
commercial middle market clients and consumers. The
combined company is anticipated to be the sixth largest regional
bank in the greater New York metropolitan area and is expected to
benefit the shareholders and customers of both institutions and the
communities in which we serve,” Mr. Kopnisky continued.
Monte N. Redman, President and Chief Executive Officer of
Astoria, commented, “I want to thank the shareholders of Astoria
for the overwhelming support they have shown regarding our plan to
merge with Sterling. We are very pleased that we are planning to
merge with such a strong partner and, once the deal is closed, look
forward to continuing to serve the clients and communities which
have come to rely on us over the past 128 years.”
Completion of the Merger remains subject to the
satisfaction of the remaining customary closing conditions
contained in the Merger Agreement. Assuming such conditions
are satisfied, Sterling currently expects to complete the Merger in
the fourth calendar quarter of 2017.
About Sterling Bancorp
Sterling Bancorp, whose principal subsidiary is
Sterling National Bank, specializes in the delivery of service and
solutions to business owners, their families and consumers within
the communities it serves through teams of dedicated and
experienced relationship managers. Sterling National Bank offers a
complete line of commercial, business, and consumer banking
products and services. For more information, visit the Sterling
Bancorp website at www.sterlingbancorp.com.
About Astoria Financial Corporation
Astoria Financial Corporation, with assets of
$14.3 billion, is the holding company for Astoria Bank.
Established in 1888, Astoria Bank, with deposits in New York
totaling $9.0 billion, is the second largest thrift depository in
New York and provides its retail and business customers and local
communities it serves with quality financial products and services
through 88 convenient banking branch locations, a business banking
office in Manhattan, and multiple delivery channels, including its
flexible mobile banking app. Astoria Bank commands a
significant deposit market share in the attractive Long Island
market, which includes Brooklyn, Queens, Nassau, and Suffolk
counties with a population exceeding that of 38 individual
states. Astoria Bank originates multi-family and commercial
real estate loans, primarily on rent controlled and rent stabilized
apartment buildings, located in New York City and the surrounding
metropolitan area and originates residential mortgage loans in New
York State, the District of Columbia and eight other states through
its banking and loan production offices in New York.
Forward-Looking Statements
The information presented herein contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 giving Sterling Bancorp's
and Astoria Financial Corp.'s expectations or predictions of future
financial or business performance or conditions. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks, and uncertainties which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements.
In addition to factors previously disclosed in
Sterling Bancorp's and Astoria Financial Corp.'s reports filed with
the Securities and Exchange Commission and those identified
elsewhere in this communication, the following factors among
others, could cause actual results to differ materially from
forward-looking statements: ability to obtain regulatory approvals
and meet other closing conditions to the merger, including approval
by Sterling Bancorp and Astoria Financial Corp. stockholders, on
the expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the Sterling Bancorp and
Astoria Financial Corp. businesses or fully realizing cost savings
and other benefits; business disruption following the proposed
transaction; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Annualized, pro forma, projected, and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
STERLING BANCORP:
Investor Contact:
Luis Massiani
Senior EVP & Chief Financial Officer
845.369.8040
Media Contact:
Linda Dunbar
FVP & Director, Communications
917.969.5609
ASTORIA FINANCIAL CORPORATION:
Investor/Media Contact:
Theodore Ayvas
Director, Investor Relations
516.327.7877
Astoria (NYSE:AF)
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