WATERBURY, Conn. and
PEARL RIVER, N.Y., Aug. 17, 2021 /PRNewswire/ -- Webster
Financial Corporation (NYSE: WBS) ("Webster") and Sterling Bancorp
(NYSE: STL) ("Sterling") jointly announced that each company's
stockholders have approved the proposed merger between Webster and
Sterling at their respective special meetings of stockholders held
today. The final voting results on the proposals voted on at
the special meetings will be set forth in the companies' separate
Form 8-Ks filed with the U.S. Securities and Exchange Commission
(the "SEC") after certification by each company's inspector of
election.
"Today's stockholder approval marks a key step in completing the
merger of Webster and Sterling," said John
R. Ciulla, Chairman, President & CEO of Webster.
"I am very pleased that our stockholders overwhelmingly support
bringing together two high performing companies, as it provides a
compelling opportunity to create value for our stakeholders."
"With this milestone, we are one step closer to creating a
uniquely focused Commercial bank," said Jack L. Kopnisky, President & CEO of
Sterling. "We are excited about what the future holds for the
combined company."
Webster Bank, National
Association and Sterling National
Bank, the respective subsidiary banks of Webster and
Sterling also received approval to merge from the Office of the
Comptroller of the Currency as part of the proposed merger between
Webster and Sterling.
Completion of the transaction remains subject to regulatory
approval by the Board of Governors of the Federal Reserve System
and the satisfaction of the other customary closing conditions set
forth in the merger agreement. Webster and Sterling currently
anticipate completing the transaction in the fourth quarter of
2021.
About Webster Financial Corporation
Webster Financial Corporation is the holding company for
Webster Bank, National Association
and its HSA Bank division. With $33.8
billion in assets, Webster provides business and consumer
banking, mortgage, financial planning, trust, and investment
services through 130 banking centers and 253 ATMs. Webster
also provides mobile and online banking. Webster Bank owns the asset-based lending firm
Webster Business Credit Corporation; the equipment finance firm
Webster Capital Finance Corporation; and HSA Bank, a division of
Webster Bank, which provides health
savings account trustee and administrative services.
Webster Bank is a member of the FDIC
and an equal housing lender. For more information about
Webster, including past press releases and the latest annual
report, visit the Webster website at www.websterbank.com.
About Sterling Bancorp
Sterling Bancorp, whose principal subsidiary is Sterling National Bank, specializes in the
delivery of services 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.
Media Contact:
Alice
Ferreira,
203-578-2610
acferreira@websterbank.com
Investor Contact:
Kristen
Manginelli, 203-578-2307
kmanginelli@websterbank.com
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including, but not limited to, certain plans,
expectations, goals, projections, and statements about the benefits
of the proposed transaction, the plans, objectives, expectations
and intentions of Webster and Sterling, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not
describe historical or current facts, including statements about
beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as
expect, anticipate, believe, intend, estimate, plan, target, goal,
or similar expressions, or future or conditional verbs such as
will, may, might, should, would, could, or similar
variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and our
business, results of operations, and financial condition;
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; volatility and
disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures on product
pricing and services; success, impact, and timing of our business
strategies, including market acceptance of any new products or
services; the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III
regulatory capital reforms, as well as those involving the OCC,
Federal Reserve, FDIC, and CFPB; the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the merger agreement
between Webster and Sterling; the outcome of any legal proceedings
that may be instituted against Webster or Sterling; delays in
completing the transaction; the failure to obtain other necessary
regulatory approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction); the
failure to satisfy any of the conditions to the transaction on a
timely basis or at all; the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where
Webster and Sterling do business; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction; the ability to
complete the transaction and integration of Webster and Sterling
successfully; the dilution caused by Webster's issuance of
additional shares of its capital stock in connection with the
transaction; and other factors that may affect the future results
of Webster and Sterling. Additional factors that could cause
results to differ materially from those described above can be
found in Webster's Annual Report on Form 10-K for the year ended
December 31, 2020, which is on file
with the SEC and available on Webster's investor relations website,
https://webster.gcs-web.com/, under the heading "Financials" and in
other documents Webster files with the SEC, and in Sterling's
Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC
and available on Sterling's website, https://sterlingbancorp.com/,
under the heading "Financial Information" and in other documents
Sterling files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Webster nor Sterling assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
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SOURCE Webster Financial Corporation