Form S-4

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

S-4 1 d566582ds4.htm FORM S-4 Form S-4

As filed with the Securities and Exchange Commission on August 9, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

VALLEY NATIONAL BANCORP

(Exact name of registrant as specified in its charter)


New Jersey	6021	22-2477875
(State or other Jurisdiction of Incorporation of Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Penn Plaza

New York, New York 10119

973-305-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ira Robbins, Chairman, President and Chief Executive Officer

Valley National Bancorp

One Penn Plaza

New York, New York 10119

(973) 305-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Michael T. Rave

SEC/M&A Attorney

Valley National Bancorp

One Penn Plaza

New York, New York 10119

(973) 305-8800

Frank M. Conner III

Christopher DeCresce

Charlotte May

Covington & Burling LLP

One CityCenter

850 Tenth Street, N.W.

Washington, D.C. 20001

(202) 662-6000

John M. Tolomer

President and Chief Executive Officer

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

(914) 368-9919

Samantha M. Kirby

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, no par value	17,429,367 ⁽¹⁾	N/A	$161,479,975 ⁽²⁾	$17,618

(1)

Represents the maximum number of shares of Valley National Bancorp, or Valley, common stock, no par value per share, estimated to be issuable upon the completion of the merger of The Westchester Bank Holding Corporation, or Westchester, with and into Valley, based on the number of shares of common stock of Westchester, par value $0.01 per share outstanding immediately prior to the merger, assuming that all stock options granted by Westchester outstanding on the date hereof are exercised, and the exchange of each share of Westchester common stock for shares of Valley common stock pursuant to the formula set forth in the Agreement and Plan of Merger, dated as of June 29, 2021, by and between Valley and Westchester.

(2)

Pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended, or the Securities Act, and estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, the proposed maximum aggregate offering price was calculated as the product of (a) $2,127.62, the book value per share of Westchester common stock as of July 31, 2021, the latest practicable date prior to the date of filing of this Registration Statement, and (b) 75,897, the estimated maximum number of shares of Westchester common stock that may be exchanged for shares of Valley common stock being registered.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy these securities, nor shall there be any sale of these securities 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.

PRELIMINARY—SUBJECT TO COMPLETION—DATED AUGUST 9, 2021

PROXY STATEMENT/PROSPECTUS

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of The Westchester Bank Holding Corporation:

On June 29, 2021, Valley National Bancorp, or Valley, a New Jersey corporation and the parent holding company of Valley National Bank, a national banking association, or VNB, and a wholly owned subsidiary of Valley, and The Westchester Bank Holding Corporation, or Westchester, a Delaware corporation and the parent holding company of The Westchester Bank, a New York state-chartered commercial bank, or TWB, and a wholly owned subsidiary of Westchester, entered into an Agreement and Plan of Merger. Under the terms and subject to the conditions of the merger agreement, among other things, (i) Westchester will merge with and into Valley, with Valley continuing as the surviving corporation, and (ii) simultaneously with the merger, TWB will merge with and into VNB, with VNB continuing as the surviving bank.

Under the terms of the merger agreement, at the effective time of the merger, each share of Westchester common stock, $0.01 par value per share, that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares for which appraisal has been properly demanded) will be converted, without any action by the Westchester stockholders, into the right to receive 229.645 shares of Valley common stock, no par value per share, which we refer to as the merger consideration, with cash paid in lieu of fractional shares. In the aggregate, Valley will issue approximately 17.4 million shares of Valley common stock to holders of Westchester common stock upon completion of the merger, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all stock options granted by Westchester outstanding on the date hereof are exercised.

The market value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based on the market value of Valley common stock. Westchester will hold a special meeting of Westchester stockholders in connection with the merger. At the time of the Westchester special meeting, Westchester stockholders will not know or be able to calculate the value of the merger consideration to be received upon completion of the merger. Valley common stock is listed on the Nasdaq Global Select Market under the symbol “VLY.” The following table sets forth the closing sale price per share of Valley common stock on June 28, 2021, the last trading day before the public announcement of the signing of the merger agreement, and on [●], 2021, the last practicable trading day prior to printing this proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Westchester common stock on June 28, 2021 and on [●], 2021, the last practicable trading day prior to printing this proxy statement/prospectus, in each case using the assumption described above. We urge you to obtain current market quotations for Valley common stock.


	Valley Common Stock		Implied Value of Per Share Merger Consideration
June 28, 2021	$	13.42	$	3,081.84
[●], 2021	$	[●]	$	[●]

Valley and Westchester cannot complete the merger unless Westchester stockholders adopt the merger agreement and the transactions contemplated thereby, including the merger, at the Westchester special meeting.

The Westchester board of directors is providing this proxy statement/prospectus to solicit Westchester stockholders’ proxy to vote in connection with the merger agreement and related matters. In addition, this proxy statement/prospectus is being delivered to Westchester stockholders as Valley’s prospectus for its offering of Valley common stock in connection with the merger.

The Westchester special meeting will be held virtually via the Internet at [●], on [●], 2021, at [●] Eastern Time.

Westchester stockholders, your vote is very important. To ensure your representation at the Westchester special meeting, please complete, sign, date and return the enclosed proxy. Sending in your proxy will not prevent you from voting your shares virtually at the Westchester special meeting, because you may revoke your proxy at any time before it is voted.

The Westchester board of directors unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Westchester stockholders vote “FOR” adoption of the merger agreement, and, if necessary or appropriate, “FOR” the proposal to adjourn the Westchester special meeting for the purpose of soliciting additional proxies in favor of adoption of the merger agreement.

The enclosed proxy statement/prospectus provides a detailed description of the Westchester special meeting, the merger, the merger agreement, the documents related to the merger and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including “Risk Factors,” beginning on page 25, for a discussion of the risks relating to the merger. You also can obtain information about Valley from documents that it has filed with the Securities and Exchange Commission.

Sincerely,


[●] Ira Robbins		[●] John M. Tolomer
Chairman, President and Chief Executive Officer		President and Chief Executive Officer
Valley National Bancorp		The Westchester Bank Holding Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger, the issuance of the Valley common stock to be issued in the merger, or the other transactions described in this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Valley or Westchester, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

The date of this proxy statement/prospectus is [●], 2021, and it is first being mailed or otherwise delivered to Westchester stockholders on or about [●], 2021.

LOGO

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2021

To the Stockholders of The Westchester Bank Holding Corporation:

Notice is hereby given that The Westchester Bank Holding Corporation, or Westchester, will hold a special meeting of holders of Westchester common stock, $0.01 par value per share, virtually via the Internet at [●], on [●], 2021, at [●] Eastern Time, which we refer to as the Westchester special meeting. The Westchester special meeting will be held for the purposes of allowing the Westchester stockholders to consider and vote upon the following matters:

•

a proposal to adopt the Agreement and Plan of Merger, dated as of June 29, 2021, by and between Valley National Bancorp, or Valley, and Westchester, pursuant to which, among other things, Westchester will merge with and into Valley, with Valley continuing as the surviving corporation, as more fully described in the attached proxy statement/prospectus, which we refer to as the merger proposal; and

•

a proposal to approve one or more adjournments of the Westchester special meeting, if necessary or appropriate, to solicit additional proxies in favor of adoption of the merger proposal, which we refer to as the adjournment proposal.

These proposals are described in greater detail in the enclosed proxy statement/prospectus. Westchester will transact no other business at the Westchester special meeting, except for the business properly brought before the Westchester special meeting or any adjournment or postponement thereof.

Westchester has fixed the close of business on [●], 2021 as the record date for the Westchester special meeting. Only Westchester stockholders at that time are entitled to notice of, and to vote at, the Westchester special meeting, or any adjournment or postponement thereof. Adoption of the merger proposal requires the affirmative vote of holders of at least a majority of the shares of Westchester common stock outstanding on the Westchester record date and entitled to vote on the merger proposal. Approval of the adjournment proposal requires that the affirmative votes cast by the Westchester stockholders present in person (including by virtual participation in the meeting) or represented by proxy at the Westchester special meeting and entitled to vote exceed the votes cast against the proposal. At the close of business on the Westchester record date, [●] shares of Westchester common stock were outstanding and entitled to vote.

Your vote is very important. Valley and Westchester cannot complete the merger unless the Westchester stockholders adopt the merger agreement.

To ensure your representation at the Westchester special meeting, please complete, sign, date and return the enclosed proxy by following the instructions on your proxy. Sending in your proxy will not prevent you from voting your shares virtually at the Westchester special meeting, because you may revoke your proxy at any time before it is voted.

Under the Delaware General Corporation Law, or the DGCL, Westchester stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights. For further information, please see the section entitled “Questions and Answers—Are Westchester stockholders entitled to appraisal rights?” and Annex D to the enclosed proxy statement/prospectus, which contains Section 262 of the DGCL.

The Westchester board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Westchester stockholders vote “FOR” the merger proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

BY ORDER OF THE BOARD OF DIRECTORS

[●]

Thomas W. Smith

Chairman of the Board of Directors

The Westchester Bank Holding Corporation

White Plains, New York

[●], 2021

HOW TO OBTAIN COPIES OF RELATED DOCUMENTS

This proxy statement/prospectus incorporates important business and financial information about Valley from documents filed with the U.S. Securities and Exchange Commission, or the SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Valley at no cost from the SEC’s website at www.sec.gov. You will also be able to obtain these documents, free of charge, from Valley at www.valley.com. The reference to these websites are inactive textual references only, and the information provided on the SEC’s and Valley’s website is not a part of this proxy statement/prospectus and therefore is not incorporated by reference into this proxy statement/prospectus. You may also request copies of these documents concerning Valley, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting Valley at the following address:

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

Attention: Tina Zarkadas

Telephone: (973) 305-3380

Westchester does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

If you are a Westchester stockholder and have any questions concerning the Westchester special meeting, the merger, the merger agreement or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus without charge or need help voting your shares of Westchester common stock, please contact Westchester at the following address:

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

Attention: Kenneth D. Walter

Telephone: (914) 368-9919

These documents are available without charge upon written or oral request. To obtain timely delivery of these documents, you must request them no later than [●], 2021 in order to receive them before the Westchester special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2021 and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of the date of such information. Neither the mailing of this proxy statement/prospectus to Westchester stockholders nor the issuance by Valley of shares of Valley common stock in connection with the merger will create any implication to the contrary. See “Where You Can Find More Information” for more details.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Valley has been provided by Valley and information contained in this proxy statement/prospectus regarding Westchester has been provided by Westchester.

Unless the context otherwise requires, references in this proxy statement/prospectus to Valley refer to Valley National Bancorp and its consolidated subsidiaries and references to Westchester refer to The Westchester Bank Holding Corporation and its consolidated subsidiaries, and references to “we,” “our” and “us” refer to Valley and Westchester together.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER AND THE WESTCHESTER SPECIAL MEETING		1
SUMMARY		8
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VALLEY		18
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WESTCHESTER		20
MARKET PRICE AND DIVIDENDS		22
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		23
RISK FACTORS		25
Risks Relating to the Merger		25
Risks Relating to the Combined Company’s Business Following the Merger		29
THE WESTCHESTER SPECIAL MEETING		31
Date, Time and Place of the Westchester Special Meeting		31
Purpose of the Westchester Special Meeting		31
Recommendation of the Westchester Board of Directors		31
Record Date and Quorum		31
Vote Required; Treatment of Abstentions and Failure to Vote		32
Shares Held by Directors and Executive Officers		32
Voting of Proxies; Incomplete Proxies		32
Revocability of Proxies and Changes to a Westchester Stockholder’s Vote		33
Solicitation of Proxies		33
Attending the Westchester Special Meeting		33
Assistance		33
THE WESTCHESTER PROPOSALS		34
Proposal 1: Merger Proposal		34
Proposal 2: Adjournment Proposal		34
Other Matters to Come Before the Westchester Special Meeting		35
INFORMATION ABOUT THE COMPANIES		36
Valley National Bancorp		36
The Westchester Bank Holding Corporation		37
THE MERGER		38
Terms of the Merger		38
Background of the Merger		38
Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors		42
Opinion of Westchester’s Financial Advisor		44
Certain Unaudited Prospective Financial Information		52
Valley’s Reasons for the Merger		54
Management and Board of Directors of Valley After the Merger		55
Interests of Westchester’s Directors and Executive Officers in the Merger		56
Regulatory Approvals Required for the Merger		59
Accounting Treatment		60
Public Trading Market		60
Appraisal Rights		60
THE MERGER AGREEMENT		65
Structure of the Merger		65
Treatment of Westchester Stock Options		65
Surviving Corporation Governing Documents, Directors and Officers		65
Closing and Effective Time		66
Conversion of Shares; Exchange Procedures		66


Representations and Warranties			67
Covenants and Agreements			70
Agreement Not to Solicit Other Offers			75
Westchester Special Meeting and Recommendation of the Westchester Board of Directors			77
Conditions to Consummation of the Merger			78
Termination of the Merger Agreement			79
Effect of Termination			80
Termination Fee			80
Expenses and Fees			80
Amendments and Waivers			81
Voting Agreements			81
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER			82
SECURITY OWNERSHIP OF WESTCHESTER DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS OF WESTCHESTER			85
COMPARISON OF SHAREHOLDERS’ RIGHTS			87
LEGAL MATTERS			106
EXPERTS			107
OTHER MATTERS			108
DEADLINES FOR SUBMITTING VALLEY SHAREHOLDER PROPOSALS			109
DEADLINES FOR SUBMITTING WESTCHESTER STOCKHOLDER PROPOSALS			109
WHERE YOU CAN FIND MORE INFORMATION			110

Annex Index


Annex A:	Agreement and Plan of Merger, dated as of June 29, 2021, by and between Valley National Bancorp and The Westchester Bank Holding Corporation.	A-1
Annex B:	Form of Voting Agreement executed in connection with the Agreement and Plan of Merger, by and among Valley National Bancorp and each of the directors and executive officers of The Westchester Bank Holding Corporation.	B-1
Annex C:	Opinion of Raymond James & Associates, Inc.	C-1
Annex D:	Section 262 of the Delaware General Corporation Law.	D-1

QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER AND THE WESTCHESTER SPECIAL MEETING

The following are some questions that you may have regarding the merger, as described below, and the Westchester special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Westchester special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Q:	What is the merger?

Valley and Westchester have entered into an Agreement and Plan of Merger, dated as of June 29, 2021, pursuant to which, among other things, (i) Westchester will merge with and into Valley, with Valley continuing as the surviving corporation, and (ii) simultaneously with the merger, TWB will merge with and into VNB, with VNB continuing as the surviving bank. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.

Q:	Why am I receiving this proxy statement/prospectus?

A:	Westchester is sending these materials to the holders of Westchester common stock to help them decide how to vote their shares with respect to the matters to be considered at the Westchester special meeting.

The merger cannot be completed unless the Westchester stockholders adopt the merger agreement and the transactions contemplated thereby, including the merger. The merger proposal requires the affirmative vote of holders of at least a majority of the shares of Westchester common stock outstanding on the Westchester record date and entitled to vote on the merger proposal. Westchester is holding the Westchester special meeting to vote on the proposals necessary to complete the merger as well as other related matters. Information about the Westchester special meeting, the merger and the other business to be considered by Westchester stockholders at the Westchester special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Westchester and a prospectus of Valley. It is a proxy statement because the Westchester board of directors is using this proxy statement/prospectus to solicit proxies from the Westchester stockholders. This proxy statement/prospectus is also a prospectus of Valley because Valley, in connection with the merger, is offering shares of Valley common stock in exchange for outstanding shares of Westchester common stock.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Westchester special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending the Westchester special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:	What will Westchester stockholders receive in the merger?

At the time the merger is completed, or the effective time, each share of Westchester common stock that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares for which appraisal has been properly demanded) will be converted, without any action by the Westchester stockholders, into the right to receive 229.645 shares, or the exchange ratio, of Valley common stock. In the aggregate, Valley will issue approximately 17.4 million shares of Valley common stock, or the aggregate merger consideration, to the Westchester stockholders upon completion of the merger, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all stock options granted by Westchester, or the Westchester stock options, outstanding on the date hereof are exercised.

Valley will not issue any fractional shares of Valley common stock in the merger. Instead, Westchester stockholders who would otherwise be entitled to receive a fractional interest of Valley common stock will receive, in lieu thereof, an amount in cash, rounded down to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded down to the nearest thousandth when expressed as a decimal form) of Valley common stock that such Westchester stockholders would otherwise be entitled to receive by (ii) the average of the closing prices of the Valley common stock for the 20 days for which a closing sale price for Valley common stock is supplied by the Nasdaq Global Select Market, which we refer to as a trading day, immediately preceding the date which is five trading days prior to the closing date of the merger, which we refer to as the Valley average closing price.

Following completion of the merger, it is currently expected that former Westchester stockholders as a group will own approximately 4% of the combined company’s common stock and existing holders of Valley common stock as a group will own approximately 96% of the combined company’s common stock, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all Westchester stock options outstanding on the date hereof are exercised.

Q:	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the effective time?

Yes. Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based on the market value of Valley common stock. Any change in the market price of Valley common stock prior to the completion of the merger will affect the market value of the merger consideration that Westchester stockholders will receive upon completion of the merger.

There will be no adjustment to the merger consideration based upon changes in the market price of Valley common stock prior to the effective time. The merger agreement cannot be terminated due to a change in the price of Valley common stock.

Q:	What will happen to Westchester stock options in the merger?

Under the terms of the merger agreement, at the effective time, holders of unexercised Westchester stock options will be entitled to receive, for cancellation of their unexercised Westchester stock options, an amount in cash determined by multiplying (i) the number of shares of Westchester common stock into which such holder’s Westchester stock options are convertible and (ii) the excess, if any, of (A) the product of the Valley average closing price multiplied by the exchange ratio, over (B) the exercise price per share provided for in such Westchester stock option, rounded down to the nearest cent.

Q:	When do you expect to complete the merger?

We expect to complete the merger in the fourth quarter of 2021. However, we cannot assure you of when or if the merger will be completed. We must first obtain the approval of the Westchester stockholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. For further information, please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.”

Q:	What am I being asked to vote on?

A:	Westchester stockholders are being asked to vote on the following:

•

a proposal to adopt the merger agreement, a copy of which is attached as Annex A, including the merger and the transactions contemplated thereby, which approval we refer to as the Westchester stockholder approval; and

•

a proposal to approve one or more adjournments of the Westchester special meeting, if necessary or appropriate, to solicit additional proxies in favor of adoption of the merger proposal.

The Westchester stockholder approval is required to complete the merger. Westchester will transact no other business at the Westchester special meeting, except for the business properly brought before the Westchester special meeting or any adjournment or postponement thereof.

Q:	How does the Westchester board of directors recommend that Westchester stockholders vote on the merger proposal and the adjournment proposal at the Westchester special meeting?

A:	The Westchester board of directors has unanimously approved the merger agreement and recommends that Westchester stockholders vote “FOR” the merger proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

Q:	When and where is the Westchester special meeting?

A:	The Westchester special meeting will be held virtually via the Internet at [●], on [●], 2021, at [●] Eastern Time.

Q:	What constitutes a quorum for the Westchester special meeting?

The presence at the Westchester special meeting, in person (including by virtual participation in the meeting) or by proxy, of a majority of the total number of shares of Westchester common stock outstanding and entitled to vote as of [●], 2021, the Westchester record date, will constitute a quorum for the purposes of the Westchester special meeting. All shares of Westchester common stock represented at the Westchester special meeting in person (including by virtual participation in the meeting) or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Westchester special meeting.

Q:	Who is entitled to vote?

A:	Only holders Westchester stockholders at the close of business on the Westchester record date, will be entitled to vote at the Westchester special meeting.

Q:	What is the vote required to approve each proposal at the Westchester special meeting?

A:	Merger Proposal:

•

Standard: Adoption of the merger proposal requires the affirmative vote of holders of at least a majority of the shares of Westchester common stock outstanding on the Westchester record date and entitled to vote on the merger proposal.

•

Effect of abstentions and broker non-votes: If you are a Westchester stockholder and mark “ABSTAIN” on your proxy, fail to either submit a proxy or vote at the Westchester special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal.

Adjournment Proposal:

•

Standard: Approval of the adjournment proposal requires that the affirmative votes cast by the Westchester stockholders present in person (including by virtual participation in the meeting) or represented by proxy at the Westchester special meeting and entitled to vote exceed the votes cast against the proposal.

•

Q:	Are there any voting agreements with existing Westchester stockholders?

Yes. In connection with entering into the merger agreement, each of the directors and executive officers of Westchester, in their capacity as individuals, have separately entered into voting agreements pursuant to which they agreed to vote their beneficially owned shares of Westchester common stock in favor of the merger proposal and certain related matters and against alternative transactions. As of the Westchester record date, shares constituting approximately [●]% of the Westchester common stock entitled to vote at the Westchester special meeting are subject to voting agreements. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

Q:	Why is my vote important?

If you do not vote, it will be more difficult for Westchester to obtain the necessary quorum to hold the Westchester special meeting. Additionally, each proposal must be approved by the voting requirements described above. The Westchester board of directors unanimously recommends that Westchester stockholders vote “FOR” the merger proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

Q:	How many votes do I have?

Each Westchester stockholder on the Westchester record date will be entitled to one vote for each share held of record. As of the Westchester record date, there were [●] shares of Westchester common stock outstanding and entitled to vote at the Westchester special meeting. As of the Westchester record date, the directors and executive officers of Westchester and their affiliates beneficially owned and were entitled to vote approximately [●] shares of Westchester common stock, representing approximately [●]% of the shares of Westchester common stock outstanding on that date.

Q:	What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes, Westchester stockholders should complete, sign, date and return the enclosed proxy in the enclosed postage-paid envelope as soon as possible so that your shares of Westchester common stock will be represented at the Westchester special meeting.

For further information, please see the section entitled “The Westchester Special Meeting—Voting of Proxies; Incomplete Proxies.”

Q:	How do I vote?

A:	If you hold your shares of Westchester common stock in your name as a stockholder of record as of the Westchester record date, you may use one of the following methods to submit a proxy as a Westchester stockholder:

•

by mail by completing, signing, dating and returning the proxy in the enclosed postage-paid envelope; or

•

in person (including by virtual participation in the meeting) at the Westchester special meeting.

Q:	What if I abstain or do not vote?

A:	For purposes of the Westchester special meeting, an abstention occurs when a Westchester stockholder attends the Westchester special meeting, either in person (including by virtual participation in the meeting) or represented by proxy, but abstains from voting on one or more proposals.

With respect to the merger proposal, if you mark “ABSTAIN” on your proxy, fail to either submit a proxy or vote at the Westchester special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal. With respect to the adjournment proposal, if you mark “ABSTAIN” on your proxy, fail to either submit a proxy or vote at the Westchester special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the adjournment proposal.

Q:	What will happen if I return my proxy without indicating how to vote?

A:	If any proxy is returned without indication as to how to vote on any particular proposal, the shares of Westchester common stock represented by the proxy will be voted in favor of both the merger proposal and the adjournment proposal.

Q:	May I change my vote after I have delivered my proxy?

A:	Yes. You may change your vote at any time before your proxy is voted at the Westchester special meeting. You may do so in one of three ways:

•

by completing, signing, dating and returning a proxy with a later date than your original proxy;

•

by delivering a written revocation of the proxy to Westchester’s Secretary; or

•

by attending the Westchester special meeting and voting in person (including by virtual participation in the meeting) at the Westchester special meeting.

Q:	Are Westchester stockholders entitled to appraisal rights?

Westchester stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law, or the DGCL. For further information, please see the section entitled “The Merger—Appraisal Rights.” In addition, a copy of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus.

Q:	Are there any required regulatory approvals for the merger?

Yes. The completion of the merger and the bank merger are subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from the Board of Governors of the Federal Reserve System, or the Federal Reserve, the Office of the Comptroller of the Currency, or the OCC, and the New York State Department of Financial Services, or the NYSDFS. Valley and Westchester have filed all necessary applications and notifications to obtain the required regulatory approvals or waivers thereof. Although neither Valley nor Westchester knows of any reason why the parties cannot obtain regulatory approvals required to consummate the merger and bank merger in a timely manner, Valley and Westchester cannot be certain of when or if such approvals will be obtained. For further information, please see the section entitled “The Merger—Regulatory Approvals Required for the Merger.”

Q:	What are the material U.S. federal income tax consequences of the merger to Westchester stockholders?

A:	Valley and Westchester intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, or the Code. The respective obligations of Valley and

Westchester to complete the merger are conditioned upon receiving a legal opinion from Covington & Burling LLP and Goodwin Procter LLP, respectively, to the effect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Neither Valley nor Westchester currently intends to waive these conditions to the consummation of the merger. In the event that Valley or Westchester waives the condition to receive such tax opinions and tax consequences of the merger materially change, then Valley will recirculate appropriate soliciting materials and seek new adoption of the merger from Westchester stockholders.

If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger”) of Westchester common stock that exchanges its shares of Westchester common stock for Valley common stock in the merger generally will not recognize any gain or loss. A U.S. holder of Westchester common stock receiving cash in lieu of fractional shares of Valley will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of Valley common stock.

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”

The U.S. federal income tax consequences described above may not apply to all Westchester stockholders. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q:	If I am a Westchester stockholder, should I send in my stock certificates now?

No. Westchester stockholders SHOULD NOT send in any Westchester common stock certificates now. If the merger proposal is approved by Westchester stockholders, transmittal materials with instructions for their completion will be provided to Westchester stockholders after the effective time and under separate cover and the stock certificates should be sent at that time.

Q:	Whom may I contact if I cannot locate my Westchester stock certificate(s)?

A:	If you are unable to locate your original Westchester common stock certificate(s), you should contact Kenneth D. Walter, Westchester’s Secretary, at (914) 368-9919.

Q:	What should I do if I receive more than one set of voting materials?

Westchester stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxies or voting instruction forms. If you are a Westchester stockholder and your shares are registered in more than one name, you will receive more than one proxy. Please complete, sign, date and return each proxy that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Westchester common stock that you own.

Q:	What happens if I sell my shares of Westchester common stock after the Westchester record date but before the Westchester special meeting?

The Westchester record date is earlier than the date of the Westchester special meeting and the date that the merger is expected to be completed. If you transfer your shares of Westchester common stock after the Westchester record date but before the date of the Westchester special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you

will not have the right to receive any merger consideration for the transferred shares of Westchester common stock. You will only be entitled to receive the merger consideration in respect of shares of Westchester common stock that you hold at the effective time.

Q:	Are there risks involved in undertaking the merger?

A:	Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 25.

Q:	What happens if the merger is not completed?

If the merger is not completed, Westchester stockholders will not receive the merger consideration. Instead, each of Westchester and Valley will remain an independent company and shares of Valley common stock will continue to be listed on the Nasdaq Global Select Market. Westchester common stock will continue not to be listed on a public exchange.

Q:	Whom should I contact if I have questions?

A:	If you need assistance in completing your proxy, have questions regarding the Westchester special meeting, or would like additional copies of this proxy statement/prospectus, please contact Kenneth D. Walter, Westchester’s Secretary, at (914) 368-9919.

Q:	Where can I find more information about Valley and Westchester?

A:	You can find more information about Valley and Westchester from the various sources described under the section entitled “Where You Can Find More Information.”

SUMMARY

The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire proxy statement/prospectus, including any document incorporated by reference in this proxy statement/prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 36)

Valley National Bancorp

One Penn Plaza

New York, New York 10119

Telephone: (973) 305-8800

Valley is a New Jersey corporation organized in 1983 as a bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956, as amended, or the BHC Act, for VNB. Valley is headquartered in Wayne, New Jersey, and as of June 30, 2021, had, on a consolidated basis, total assets of approximately $41.3 billion, total loans of approximately $32.5 billion, total deposits of approximately $33.2 billion and total shareholders’ equity of approximately $4.7 billion. Valley conducts its banking operations through its subsidiary bank, VNB, in 226 branches or financial centers located in northern and central New Jersey, the New York City Boroughs of Manhattan, Brooklyn, Queens, and Long Island, Florida and Alabama. Valley common stock is listed on the Nasdaq Global Select Market under the symbol “VLY.”

Additional information about Valley is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

Telephone: (914) 368-9919

Westchester is a Delaware corporation organized in 2007. Its principal subsidiary is TWB, a New York state-chartered commercial bank. Westchester is registered as a bank holding company with the Federal Reserve under the BHC Act. As of June 30, 2021, Westchester had total assets of approximately $1.3 billion, total loans of approximately $907.6 million, total deposits of approximately $1.1 billion and total stockholders’ equity of approximately $143.1 million. Westchester does not have a class of securities registered under Section 12 of the Exchange Act, or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

The Merger (page 38)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are subject to, and qualified in their entirety by reference to, the merger agreement.

Under the terms and subject to the conditions of the merger agreement, among other things, (i) Westchester will merge with and into Valley, with Valley continuing as the surviving corporation, and (ii) simultaneously with the merger, TWB will merge with and into VNB, with VNB continuing as the surviving bank.

At the effective time, each share of Westchester common stock that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares for which appraisal has been properly demanded) will be converted, without any action by the Westchester stockholders, into the right to receive 229.645 shares of Valley common stock. Valley will issue aggregate merger consideration of approximately 17.4 million shares of Valley common stock to the Westchester stockholders upon completion of the merger, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all Westchester stock options outstanding on the date hereof are exercised.

Valley will not issue any fractional shares of Valley common stock in the merger. Instead, a Westchester stockholder who would otherwise be entitled to a fractional interest of Valley common stock will receive, in lieu thereof, an amount in cash, rounded down to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded down to the nearest thousandth when expressed as a decimal form) of Valley common stock that such Westchester stockholder would otherwise be entitled to receive by (ii) the Valley average closing price.

Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based on the market value of Valley common stock. At the time of the Westchester special meeting, Westchester stockholder will not know or be able to calculate the value of the merger consideration to be received upon completion of the merger. Based on the closing sale price of Valley common stock on June 28, 2021, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the merger consideration payable for each share of Westchester common stock was $3,081.84. Based upon the closing sale price of Valley common stock of $[●] on [●], 2021, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the merger consideration was $[●].

Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors (page 42)

The Westchester board of directors has unanimously approved the merger agreement and recommends that Westchester stockholders vote “FOR” the merger proposal and, if necessary or appropriate, “FOR” the adjournment proposal. Please see the section entitled “The Merger—Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors” for a more detailed discussion of the factors considered by the Westchester board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Westchester’s Financial Advisor (page 44)

At the June 29, 2021 meeting of the Westchester board of directors, representatives of Raymond James & Associates, Inc., or Raymond James, rendered a fairness opinion, subsequently confirmed in writing and dated June 29, 2021, to the Westchester board (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the holders of Westchester common stock (other than shares of Westchester common stock that are (i) held in Westchester treasury or (ii) owned by Valley or by any of Valley’s subsidiaries (other than shares for which appraisal rights have been properly demanded, shares held as trustee or in a fiduciary capacity, and shares held as collateral on or in lieu of a debt previously contacted), which collectively we refer to as the excluded shares, of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated June 29, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations

on the scope of the review undertaken by Raymond James, is attached as Annex C to this proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Westchester board of directors (in its capacity as such) in connection with, and for the purposes of, its consideration of the financial terms of the merger and its opinion only addresses whether the merger consideration to be received by Westchester stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Westchester common stock (other than the excluded shares). The opinion of Raymond James did not address any other term or aspect of the merger agreement or the transactions contemplated thereby, the underlying business decision of Westchester to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Westchester, or the effect of any other transaction in which Westchester might engage. The description of Raymond James’ opinion is qualified in its entirety by reference to the full text of the opinion. Westchester stockholders are urged to read the entire opinion of Raymond James carefully in connection with their consideration of the merger. Neither Raymond James’ opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be or constitute advice or a recommendation to the Westchester board of directors or any Westchester stockholder as to how the Westchester board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.

For a description of the Westchester fairness opinion, please see the section entitled “The Merger—Opinion of Westchester’s Financial Advisor.”

Treatment of Westchester Stock Options (page 65)

Valley’s Reasons for the Merger (page 54)

The Valley board of directors unanimously approved the merger agreement. Please see the section entitled “The Merger—Valley’s Reasons for the Merger” for a more detailed discussion of the factors considered by the Valley board of directors in reaching its decision to approve the merger agreement, including the merger and the transactions contemplated thereby.

The Westchester Special Meeting (page 31)

The Westchester special meeting will be held virtually via the Internet at [●], on [●], 2021, at [●] Eastern Time. At the Westchester special meeting, Westchester stockholders will be asked to consider and vote on the merger proposal and the adjournment proposal, if necessary or appropriate.

Westchester has set the close of business on [●], 2021 as the Westchester record date to determine which Westchester stockholders will be entitled to receive notice of and vote at the Westchester special meeting. Each Westchester stockholder on the Westchester record date will be entitled to one vote for each share held of record. As of the Westchester record date, there were [●] shares of Westchester common stock outstanding and entitled to vote at the Westchester special meeting. As of the Westchester record date, the directors and executive officers of Westchester and their affiliates beneficially owned and were entitled to vote approximately [●] shares of Westchester common stock, representing approximately [●]% of the shares of Westchester common stock outstanding on that date.

Adoption of the merger proposal requires the affirmative vote of holders of at least a majority of the shares of Westchester common stock outstanding on the Westchester record date and entitled to vote on the merger proposal. Approval of the adjournment proposal requires that the affirmative votes cast by the Westchester stockholders present in person (including by virtual participation in the meeting) or represented by proxy at the Westchester special meeting and entitled to vote exceed the votes against the proposal.

Interests of Westchester’s Directors and Executive Officers in the Merger (page 56)

In considering the recommendation of the Westchester board of directors, Westchester stockholders should be aware that some of Westchester’s executive officers and directors have interests in the merger, which may be considered to be different from, or in addition to, the interests of the Westchester stockholders generally. The Westchester board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that Westchester stockholders vote “FOR” the merger proposal.

For further information, please see the section entitled “The Merger—Interests of Westchester’s Directors and Executive Officers in the Merger.”

Surviving Corporation Governing Documents, Directors and Officers (page 65)

At the effective time, the restated certificate of incorporation of Valley, or the Valley charter, and the by-laws of Valley, or the Valley bylaws, in effect immediately prior to the effective time will be the charter and bylaws of the surviving corporation, until the same are duly amended or repealed.

The directors and officers of Valley immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the bylaws of the surviving corporation.

Regulatory Approvals Required for the Merger (page 59)

The completion of the merger and the bank merger are subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from the Federal Reserve, the OCC and the NYSDFS. Valley and Westchester have filed all necessary applications and notifications to obtain the required regulatory approvals or waivers thereof. Although neither Valley nor Westchester knows of any reason why the parties cannot obtain regulatory approvals required to consummate the merger and bank merger in a timely manner, Valley and Westchester cannot be certain of when or if such approvals will be obtained.

Accounting Treatment (page 60)

results will be unchanged for the prior periods being reported on, and (iii) the assets and liabilities of Westchester will be adjusted to fair value at the date Valley assumes control of the combined entity, or the merger date. In addition, all identifiable intangibles will be recorded at fair value and included as part of the net assets acquired. The amount by which the purchase price, consisting of the value of shares of Valley common stock to be issued to former Westchester stockholders, exceeds the fair value of the net assets including identifiable intangibles of Westchester at the merger date will be reported as goodwill. In accordance with current accounting guidance, goodwill is not amortized and will be evaluated for impairment at least annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of accounting results in the operating results of Westchester being included in the operating results of Valley from the closing date going forward.

Public Trading Market (page 60)

Valley common stock is listed on the Nasdaq Global Select Market under the symbol “VLY.” Westchester common stock is not listed on a public exchange. The Valley common stock issuable in the merger will be listed on the Nasdaq Global Select Market.

Appraisal Rights (page 60)

Westchester stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights under Section 262 of the DGCL. These procedural steps include, among others: (i) owning Westchester common stock as of the Westchester record date and continuously holding such shares of Westchester common stock from the date of making a demand for appraisal through the effective time, (ii) delivering to Westchester prior to or at the Westchester special meeting a written demand for appraisal, (iii) not voting in favor of adoption of the merger proposal and (iv) otherwise comply with the requirements of Section 262 of the DGCL. For more information, please see the section entitled “The Merger—Appraisal Rights.”

Agreement Not to Solicit Other Offers (page 75)

Westchester has agreed that it and its subsidiaries will not, and will cause their respective representatives not to:

•

solicit, initiate, encourage or facilitate inquiries or proposals with respect to any acquisition proposal (as defined in the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers”);

•

engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to, any acquisition proposal;

•

adopt, approve, agree to, accept, endorse or recommend any acquisition proposal; or

•

approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any agreement contemplating or otherwise relating to any acquisition transaction.

In addition, Westchester has agreed not to submit to the vote of the Westchester stockholders any acquisition proposal other than the merger.

Notwithstanding the non-solicitation obligations outlined above, if prior to, but not after, the time the Westchester stockholder approval is obtained, (i) Westchester receives an unsolicited bona fide acquisition proposal (as defined in the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers”) from a person other than Valley, and (ii) the Westchester board of directors concludes in good faith (A) that, after consulting with its financial advisor and outside legal counsel, such acquisition proposal constitutes a superior proposal (as defined in the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers”) or would reasonably be likely to result in a superior proposal and (B) after such consultation, that it would

reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, Westchester may furnish nonpublic information or data and participate in negotiations or discussions with respect to such acquisition proposal. However, prior to providing any nonpublic information, Westchester must enter into an agreement with such third party on terms substantially similar to and no more favorable in the aggregate to such third party than those contained in the confidentiality agreement between Valley and Westchester. Additionally, any nonpublic information provided to any person given access to nonpublic information must have previously been provided to Valley or otherwise will be provided to Valley prior to or concurrently with the time it is provided to such person. Westchester has agreed to (A) immediately cease any activities, discussions or negotiations conducted before the date of the merger agreement with any persons other than Valley with respect to any acquisition proposal, (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement relating to any acquisition proposal to which it or any of its affiliates or representatives is a party and (C) use its commercially reasonable efforts to enforce any confidentiality or similar agreement relating to any acquisition proposal.

Westchester Special Meeting and Recommendation of the Westchester Board of Directors (page 77)

Westchester has agreed to take all steps necessary to duly call, give notice of, convene and hold the Westchester stockholders’ meeting, to be held as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC for the purpose of securing the merger and obtaining the Westchester stockholder approval. Westchester has further agreed to use its commercially reasonable efforts to obtain, as promptly as practicable, the Westchester stockholder approval.

Pursuant to the merger agreement, the Westchester board of directors has agreed to recommend to the Westchester stockholders the adoption of the merger agreement and the transactions contemplated thereby, or the Westchester recommendation, and to include the Westchester recommendation in the proxy statement/prospectus for the Westchester special meeting. Westchester has agreed to adjourn or postpone the Westchester special meeting in the event that there are an insufficient number of shares of Westchester common stock represented (either in person (including by virtual participation in the meeting) or by proxy) at the Westchester special meeting to constitute a quorum necessary to conduct the business of such meeting or if Westchester has not recorded proxies representing a sufficient number of shares to obtain the Westchester stockholder approval. The Westchester board of directors and its committees have agreed not to (i) withhold, withdraw, qualify or modify in a manner adverse to Valley, the Westchester recommendation, (ii) fail to make the Westchester recommendation or otherwise submit the merger agreement to the Westchester stockholders without the Westchester recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an acquisition proposal, (iv) fail to publicly and without qualification (A) recommend against any acquisition proposal or (B) reaffirm the Westchester recommendation within 10 business days (or such fewer number of days as remains prior to the Westchester special meeting) after an acquisition proposal is made public or any request by Valley to do so, (v) take any action, or make any public statement, filing or release inconsistent with the Westchester recommendation, or (vi) publicly propose to do any of the foregoing, which we refer to any of the foregoing as a change in the Westchester recommendation.

However, at any time prior to the Westchester special meeting, the Westchester board of directors may make a change in the Westchester recommendation if Westchester has received a superior proposal (after giving effect to the terms of any revised offer by Valley) and the Westchester board of directors has determined in good faith, after consultation with its financial advisor and outside legal counsel, that it would be reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law to make or continue to make the Westchester recommendation. Provided, that the Westchester board of directors may not take such actions unless:

•

Westchester has complied in all material respects with its non-solicit obligations described in the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers;”

•

Westchester has provided Valley at least four business days’ prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action;

•

during such period, Westchester has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Valley in good faith (to the extent Valley desires to so negotiate) regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by Valley; and

•

the Westchester board of directors has determined in good faith, after consultation with its financial advisor and outside legal counsel and considering the results of such negotiations and giving effect to any proposals, amendments or modifications proposed to by Valley, if any, that such superior proposal remains a superior proposal and that it would nevertheless be inconsistent with the director’s fiduciary duties under applicable law to make or continue to make the Westchester recommendation.

Any material amendment to any acquisition proposal will be deemed to be a new acquisition proposal and will require a new determination and notice period.

Conditions to Consummation of the Merger (page 78)

The respective obligations of each party to consummate the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

•

the adoption of the merger proposal by the Westchester stockholders;

•

the receipt of all necessary regulatory or governmental approvals and consents;

•

the absence of any law or order, or any other action, by any court or governmental entity of competent jurisdiction prohibiting, restricting or making illegal the completion of the merger or bank merger;

•

the receipt by Valley of a written opinion of Covington & Burling LLP and by Westchester of a written opinion of Goodwin Procter LLP to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

•

the approval of the listing on the Nasdaq Global Select Market of the Valley common stock to be issued pursuant to the merger; and

•

the effectiveness of the registration statement of which this proxy statement/prospectus is a part under the Securities Act of 1933, as amended, or the Securities Act, the absence of any stop order suspending the effectiveness of the registration statement being issued and in effect and the absence of any proceedings for that purpose being initiated by the SEC and not withdrawn.

In addition, Valley’s obligation to consummate the merger and the other transactions contemplated by the merger agreement is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

•

the accuracy of the representations and warranties of Westchester and Westchester’s performance in all material respects of the agreements, covenants and obligations necessary to be performed by it prior to the closing date;

•

Westchester’s furnishing to Valley with any officers’ certificates or other documents to evidence fulfilment of conditions set forth in the merger agreement; and

•

holders of no more than five percent of the Westchester common stock having taken the actions required by Section 262 of the DGCL to properly demand appraisal of such shares.

In addition, Westchester’s obligation to consummate the merger and the other transactions contemplated by the merger agreement is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

•

the accuracy of the representations and warranties of Valley and Valley’s performance in all material respects of the agreements, covenants and obligations necessary to be performed by it prior to the closing date; and

•

Valley’s furnishing to Westchester with any officers’ certificates or other documents to evidence fulfilment of conditions set forth in the merger agreement.

We cannot be certain of when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed in the fourth quarter of 2021 or at all. As of the date of this proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement (page 79)

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time (whether before or after the adoption of the merger by the Westchester stockholders) by mutual consent of Westchester and Valley, or by either party in the following circumstances:

•

(i) any governmental entity has denied a requisite regulatory approval and such denial has become final, or has advised any party that it will not grant (or intends to rescind or revoke if previously approved) a requisite regulatory approval or (ii) any governmental entity has requested that Valley, Westchester or any of their respective affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to a requisite regulatory approval, unless in each case the failure to obtain such approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe the obligations, covenants and agreements of such party set forth therein,

•

any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement has become final and nonappealable, provided, that the party seeking to terminate the merger agreement has used its commercially reasonable efforts to contest, appeal and remove such law or order;

•

the merger has not been consummated by April 30, 2022, or the cutoff date, provided, that no party may terminate the merger agreement if the failure of the closing to occur on or before the cutoff date is due to such party’s material breach of any representation, warranty, covenant or agreement contained in the merger agreement, or a cutoff date termination;

•

the Westchester stockholder approval is not obtained by reason of the failure to obtain the required vote at a duly held Westchester stockholders’ meeting or at any adjournment or postponement thereof, or a no-vote termination; or

•

if there was a breach of any of the representations or warranties set forth in the merger agreement by either party and such breach is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the cutoff date, and which would (individually or together with other breaches) result in a material adverse effect with respect to the party committing such breach or result in one or more of the conditions outlined in the section entitled “—Conditions to Consummation of the Merger” not to be satisfied by the cutoff date; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, which we refer to as a breach termination.

In addition, Valley may terminate the merger agreement if:

•

the Westchester board of directors effects a change in the Westchester recommendation as described in the section entitled “The Merger Agreement—Westchester Special Meeting and Recommendation of the Westchester Board of Directors;”

•

Westchester breaches its terms of the non-solicitation obligations or Westchester stockholder approval obligations provided in the merger agreement in any respect adverse to Valley;

•

a tender offer or exchange offer for 10% or more of the outstanding shares of Westchester common stock is received and the Westchester board of directors recommends that the Westchester stockholders tender their shares in such tender or exchange offer or otherwise failed to recommend that such stockholders reject such tender offer or exchange offer promptly upon written request of Valley; or

•

if any other event occurs that gives rise to the payment of a termination fee and termination expenses pursuant to the merger agreement, as described below, which, collectively with the foregoing termination rights of Valley, which we refer to as a Westchester board breach termination.

In addition, Westchester may terminate the merger agreement if:

•

prior to receiving the Westchester stockholder approval, Westchester has received a superior proposal, and in accordance with the merger agreement, has entered into an acquisition agreement with respect to the superior proposal, but only if prior to terminating the merger agreement, Westchester (i) pays to Valley a termination fee and (ii) delivers to Valley a release signed by the parties to such acquisition agreement and any entity that controls such parties, which release will be in form and substance reasonably satisfactory to Valley and will irrevocably waive any right the releasing parties may have to challenge the payment to Valley of the termination fee and the termination expenses, as described below, which we refer to as a Westchester superior proposal termination.

Termination Fee (page 80)

Westchester will pay Valley a $8.5 million termination fee if:

•

(i) an acquisition proposal (whether or not conditional) or intention to make an acquisition proposal is made directly to the Westchester stockholders or otherwise publicly disclosed or otherwise communicated or made known to the Westchester board of directors or Westchester’s senior management, (ii) (A) either Westchester or Valley effects a no-vote termination or cutoff date termination (and the Westchester stockholder approval has not been obtained) or (B) Valley effects a breach termination, as described above, and (iii) if within 12 months after such termination, Westchester or any of its subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any acquisition proposal (which, in each case, need not be the same acquisition proposal that will have been made, publicly disclosed or communicated prior to termination of the merger agreement);

•

Valley effects a Westchester board breach termination, as described above; or

•

Westchester effects a Westchester superior proposal termination, as described above.

In addition, Westchester will pay an amount equal to the reasonable out-of-pocket expenses incurred by Valley in connection with the transactions contemplated by the merger agreement (as itemized by Valley), up to $1.0 million, or the termination expenses, if Valley effects a breach termination, as described above, or if the events described in clauses (i) and (ii) of the first bullet above occur.

If Westchester fails to pay any fee payable by it when due, then Westchester must pay to Valley its costs and expenses incurred (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. (or any successor thereto) from the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 81)

In connection with entering into the merger agreement, each of the directors and executive officers of Westchester, in their capacity as individuals, have separately entered into a voting agreement, pursuant to which they agreed to vote their beneficially owned shares of Westchester common stock in favor of the merger proposal and certain related matters and against alternative transactions. As of the Westchester record date, shares constituting approximately [●]% of the Westchester common stock entitled to vote at the Westchester special meeting are subject to the voting agreements.

Material U.S. Federal Income Tax Consequences Relating to the Merger (page 82)

Valley and Westchester intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The respective obligations of Valley and Westchester to complete the merger are conditioned upon receiving a legal opinion from Covington & Burling LLP and Goodwin Procter LLP, respectively, to the effect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Neither Valley nor Westchester currently intends to waive these conditions to the consummation of the merger. In the event that Valley or Westchester waives the condition to receive such tax opinions and tax consequences of the merger materially change, then Valley will recirculate appropriate soliciting materials and seek new adoption of the merger from Westchester stockholders.

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”

Comparison of Shareholders’ Rights (page 87)

Upon completion of the merger, the rights of former Westchester stockholders will be governed by the Valley charter and the Valley bylaws. Valley is organized under New Jersey law, while Westchester is organized under Delaware law. The rights associated with Westchester common stock are different from the rights associated with Valley common stock. Please see the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Valley common stock.

Risk Factors (page 25)

Before voting at the Westchester special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, including the risk factors set forth in the subsequent section entitled “Risk Factors” and described in Valley’s Annual Report on Form 10-K for the year ended on December 31, 2020 and any updates to those risk factors set forth in Valley’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Valley with the SEC, which are incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VALLEY

Valley is providing the following information to aid you in your analysis of the financial aspects of the merger. The following table sets forth highlights from Valley’s consolidated financial data as of and for the six months ended June 30, 2021 and 2020 and as of and for each of the three years ended December 31, 2020. Valley derived the financial information as of and for each of the three years ended December 31, 2020 from its historical audited financial statements for these three years. Valley derived the financial information as of and for the six months ended June 30, 2021 and 2020 from its unaudited financial statements, which financial statements include, in the opinion of Valley’s management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of those results.

Results from past periods are not necessarily indicative of results that may be expected for any future period. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results of operations for the full year or any other interim period. This information is only a summary, and you should read this information in conjunction with Valley’s consolidated financial statements and related notes included in Valley’s Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, each of which is incorporated by reference in this proxy statement/prospectus and from which this information is derived. See the section entitled “Where You Can Find More Information.”


(dollars in thousands)	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
	2021			2020			2020			2019			2018
Selected Financial Condition Data:	(Unaudited)
Total assets	$	41,274,228		$	41,626,497		$	40,686,076		$	37,436,020		$	31,863,088
Loans and loans held for sale		32,616,710			32,435,210			32,518,539			29,775,321			25,070,624
Allowance for loan losses		(339,324	)		(309,614	)		(340,243	)		(161,759	)		(151,859	)
Investment securities		3,663,396			3,875,601			3,540,434			3,944,306			3,817,790
Cash and interest bearing deposits with banks		1,844,763			1,819,557			1,329,205			434,687			428,629
Goodwill and other intangible assets		1,447,965			1,453,330			1,452,891			1,460,397			1,161,655
Deposits		33,194,774			31,337,237			31,935,602			29,185,837			24,452,974
Borrowings		2,796,307			5,046,306			3,499,688			3,271,424			3,828,552
Shareholders’ equity		4,737,807			4,474,488			4,592,120			4,384,188			3,350,454
Selected Operating Data:
Interest income	$	665,446		$	712,318		$	1,383,719		$	1,321,000		$	1,159,248
Interest expense		71,872			164,420			264,815			422,952			302,045

Net interest income		593,574			547,898			1,118,904			898,048			857,203
Provision for credit losses		17,403			75,839			125,722			24,218			32,501

Net interest income after provision for credit losses		576,171			472,059			993,182			873,830			824,702
Non-interest income		74,359			86,227			183,032			214,520			134,052
Non-interest expense		332,106			312,822			646,148			631,555			629,061

Income before income taxes		318,424			245,464			530,066			456,795			329,693
Income tax expense		82,202			62,595			139,460			147,002			68,265

Net income		236,222			182,869			390,606			309,793			261,428
Preferred stock dividends		6,344			6,344			12,688			12,688			12,688

Net income available to common shareholders	$	229,878		$	176,525		$	377,918		$	297,105		$	248,740


	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
	2021			2020			2020			2019			2018
Selected Financial Ratios and Other Data:	(Unaudited)
Performance Ratios:
Return on average assets		1.15	%		0.92	%		0.96	%		0.93	%		0.86	%
Return on average shareholders’ equity		10.10			8.23			8.68			8.71			7.91
Net interest margin		3.15			3.02			3.02			2.94			3.09
Efficiency ratio^(*)		49.72			49.33			49.63			56.77			63.46
Average interest-earning assets to average interest-bearing liabilities		1.46			1.35			1.38			1.33			1.35
Per Common Share Data:
Basic earnings per share	$	0.57		$	0.44		$	0.94		$	0.88		$	0.75
Diluted earnings per share		0.56			0.44			0.93			0.87			0.75
Cash dividends declared		0.22			0.22			0.44			0.44			0.44
Book value (end of period)		11.15			10.56			10.85			10.35			9.48
Capital Ratios:
Average shareholders’ equity to average assets		11.42	%		11.17	%		11.10	%		10.63	%		10.93	%
Shareholders’ equity to total assets		11.48			10.75			11.29			11.71			10.52
Regulatory Capital Ratios:
Tier 1 leverage capital		8.49	%		7.70	%		8.06	%		8.76	%		7.57	%
Common equity tier 1 capital		10.04			9.51			9.94			9.42			8.43
Tier 1 risk-based capital		10.73			10.23			10.66			10.15			9.30
Total risk-based capital		13.36			12.19			12.64			11.72			11.34

(*)	The efficiency ratio measures total non-interest expense as a percentage of net interest income plus total non-interest income.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WESTCHESTER

Westchester is providing the following information to aid you in your analysis of the financial aspects of the merger. The following table sets forth highlights from Westchester’s consolidated financial data as of and for the six months ended June 30, 2021 and 2020 and as of and for each of the three years ended December 31, 2020. Westchester derived the financial information as of and for each of the three years ended December 31, 2020 from its historical audited financial statements for these three years. Westchester derived the financial information as of and for the six months ended June 30, 2021 and 2020 from its unaudited, internally prepared financial statements, which financial statements include, in the opinion of Westchester’s management, all adjustments consisting of normal and recurring adjustments, necessary for a fair statement of those results.


(dollars in thousands)	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
	2021			2020			2020			2019			2018
Selected Financial Condition Data:	(Unaudited)
Total assets	$	1,328,337		$	1,159,254		$	1,233,766		$	993,179		$	907,073
Loans and loans held for sale		907,551			906,371			896,484			839,944			760,883
Allowance for loan losses		(14,999	)		(11,737	)		(14,698	)		(12,124	)		(11,929	)
Investment securities		145,141			85,761			89,067			75,945			70,857
Cash and interest bearing deposits with banks		242,972			130,461			214,980			43,690			50,988
Goodwill and other intangible assets		—			—			—			—			—
Deposits		1,127,770			958,422			1,035,390			811,044			717,213
Borrowings		48,324			66,394			58,569			46,011			75,697
Shareholders’ equity		143,147			124,117			130,284			125,700			109,601
Selected Operating Data:
Interest income	$	21,132		$	21,305		$	41,970		$	42,128		$	37,846
Interest expense		2,079			3,764			6,517			8,088			5,738

Net interest income		19,053			17,541			35,453			34,040			32,108
Provision for credit losses		300			300			3,400			200			1,725

Net interest income after provision for credit losses		18,753			17,241			32,053			33,840			30,383
Non-interest income		918			556			1,101			1,130			1,094
Non-interest expense		8,506			8,776			17,191			17,373			17,220

Income before income taxes		11,165			9,021			15,963			17,597			14,257
Income tax expense		2,700			2,146			3,769			3,882			3,261

Net income		8,465			6,875			12,194			13,715			10,996
Preferred stock dividends		—			—			—			—			—

Net income available to common shareholders	$	8,465		$	6,875		$	12,194		$	13,715		$	10,996


	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
	2021			2020			2020			2019			2018
Selected Financial Ratios and Other Data:	(Unaudited)
Performance Ratios:
Return on average assets		1.31	%		1.27	%		1.06	%		1.51	%		1.30	%
Return on average shareholders’ equity		12.61			11.07			9.72			11.75			10.74
Net interest margin		3.03			3.35			3.20			3.89			3.94
Efficiency ratio^(*)		42.59			48.49			47.03			49.40			51.86
Average interest-earning assets to average interest-bearing liabilities		1.63			1.61			1.62			1.56			1.55
Per Common Share Data:
Basic earnings per share	$	129.43		$	106.17		$	188.07		$	216.12		$	175.91
Diluted earnings per share		127.28			103.67			184.10			208.38			170.82
Cash dividends declared		—			150			150			—			—
Book value (end of period)		2,103.90			1,912.52			1,997.85			1,954.72			1,741.77
Capital Ratios:
Average shareholders’ equity to average assets		10.37	%		11.43	%		10.94	%		12.87	%		12.14	%
Shareholders’ equity to total assets		10.78			10.71			10.56			12.66			12.08
Regulatory Capital Ratios:
Tier 1 leverage capital		10.19	%		10.67	%		10.41	%		13.25	%		12.59	%
Common equity tier 1 capital		14.00			13.60			13.60			14.12			13.61
Tier 1 risk-based capital		14.00			13.60			13.60			14.12			13.61
Total risk-based capital		15.26			14.86			14.86			15.37			14.86

(*)	The efficiency ratio measures total non-interest expense as a percentage of net interest income plus total non-interest income.

MARKET PRICE AND DIVIDENDS

Valley common stock is listed on the Nasdaq Global Select Market under the symbol “VLY.” Westchester common stock is not listed on a public exchange. As of [●], 2021 there were approximately [●] registered Valley shareholders and approximately [●] Westchester stockholders of record. There is no established public trading market for Westchester common stock. In addition, because there have been no recent private sales of Westchester common stock of which Valley or Westchester are aware, no recent price data regarding Westchester common stock is available.

Valley has a history of paying quarterly cash dividends on Valley common stock, and intends to continue to pay such dividends in the future; however, there can be no assurance with respect to the amount, if any, of dividends that might be declared and paid in the future.

Westchester does not have a history of paying cash dividends on Westchester common stock, and does not intend to pay any such dividends in the future.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference in this proxy statement/prospectus, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations, including the potential effects of the COVID-19 pandemic, or variants thereof, on Valley’s businesses and financial results and conditions. Forward-looking statements include, without limitation, statements relating to the impact Valley and Westchester expect the proposed merger to have on the combined entity’s operations, financial condition and financial results, and Valley’s and Westchester’s expectations about the ability to successfully integrate their respective businesses and the amount of cost savings and overall operational efficiencies Valley and Westchester expect to realize as a result of the merger. These statements may be identified by such forward-looking terminology as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Such forward-looking statements are based on various assumptions (many of which are beyond the control of Valley and Westchester) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Actual results may differ materially from such forward-looking statements.

In addition to the factors disclosed by us under the section entitled “Risk Factors,” and elsewhere in this proxy statement/prospectus, the following factors, among others, may cause actual results to differ materially and adversely from those contemplated by such forward-looking statements:

•

the possibility that the merger does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all;

•

the delay in or failure to close for any other reason;

•

the outcome of any legal proceedings that may be instituted against Valley or Westchester;

•

the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement;

•

the risk that the businesses of Valley and Westchester will not be integrated successfully;

•

the possibility that the cost savings and any synergies or other anticipated benefits from the merger may not be fully realized or may take longer to realize than expected;

•

changes in the estimates of non-recurring charges;

•

disruption from the merger making it more difficult to maintain relationships with employees, customers or other parties with whom Valley or Westchester have business relationships;

•

the reaction to the merger of the companies’ customers, employees and counterparties;

•

future financial and operating results of Valley, Westchester or the combined company following the completion of the merger;

•

uncertainty as to the extent of the duration, scope and impacts of the COVID-19 pandemic on Valley, Westchester and the merger; and

•

other factors, many of which are beyond the control of Valley and Westchester.

A detailed discussion of factors that could affect Valley’s results is included in Valley’s SEC filings, including the “Risk Factors” section of Valley’s Annual Report on Form 10-K for the year ended December 31,

2020 and any updates to those risk factors set forth in Valley’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Valley with the SEC and are available on the SEC’s website at www.sec.gov.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Valley, Westchester or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Valley and Westchester undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as specifically required by law.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Valley’s Annual Report on Form 10-K for the year ended December 31, 2020 and any updates to those risk factors set forth in Valley’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC, Westchester stockholders should carefully consider the following factors in deciding whether to vote for the proposals presented in this proxy statement/prospectus. Please also see the section entitled “Where You Can Find More Information.”

Risks Relating to the Merger

Because the market price of Valley common stock will fluctuate, the value of the merger consideration to be received by Westchester stockholders is uncertain.

Pursuant to the merger agreement, upon completion of the merger, each share Westchester common stock that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares for which appraisal has been properly demanded) will be converted, without any action by the Westchester stockholders, into the right to receive the merger consideration, with cash paid in lieu of any fractional shares. Any change in the market price of Valley common stock prior to the completion of the merger will affect the market value of the merger consideration that Westchester stockholders will receive upon completion of the merger. Because the merger consideration is determined by a fixed exchange ratio, at the time of the Westchester special meeting, Westchester stockholders will not know or be able to calculate the value of the Valley common stock they will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, impacts and disruptions resulting from the ongoing COVID-19 pandemic, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of Valley and Westchester. Westchester stockholders should obtain current market quotations for shares of Valley common stock before voting their shares at the Westchester special meeting.

There will be no adjustment to the merger consideration based upon changes in the market price of Valley common stock or Westchester common stock prior to the effective time. The merger agreement cannot be terminated due to a change in the price of Valley common stock or Westchester common stock.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement, including the merger and bank merger, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations, including the future prospects, of each party; potential effects of the merger on the convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder, including the subsidiaries’ overall compliance records and recent fair lending examinations; effectiveness of the parties in combatting money laundering activities; the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system; and whether Valley controls or would after consummation of the merger control deposits in excess of certain limits.

These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the

merger or of imposing additional costs or limitations on the combined company following the merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the merger that are not anticipated or cannot be met. If the consummation of the merger is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each party may also be materially and adversely affected. Please see the section entitled “The Merger—Regulatory Approvals Required for the Merger.”

Failure of the merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the merger could negatively impact Valley and Westchester.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.” These conditions to the consummation of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by April 30, 2022, either Valley or Westchester may choose to terminate the merger agreement at any time after such date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any material breach of any representation, warranty, covenant or agreement contained in the merger agreement by the party electing to terminate the merger agreement, before or after Westchester stockholder adoption of the merger proposal.

If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be adversely affected and the market price of Valley common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each party may be adversely affected.

In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC and other regulatory agencies in connection with the merger. If the merger is not completed, the parties would have to recognize these expenses without realizing the expected benefits of the merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the pendency of the merger, could have an adverse effect on each party’s business, financial condition and results of operations.

Additionally, Valley’s or Westchester’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger, and the market price of Valley common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

Valley and Westchester will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of each party. These uncertainties may impair Valley’s or Westchester’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the merger, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and

borrowers), suppliers, vendors and others who deal with Valley and/or Westchester to seek to change existing business relationships with Valley and/or Westchester or fail to extend an existing relationship with Valley and/or Westchester. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

The pursuit of the merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have an adverse effect on each party’s business, financial condition and results of operations.

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the merger is pending. These restrictions could have an adverse effect on each party’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Effective Time” for a description of the restrictive covenants applicable to Valley and Westchester.

Westchester’s directors and executive officers have interests in the merger that may be different from the interests of the Westchester stockholders generally.

Westchester’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Westchester stockholders generally. The Westchester board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and recommending the Westchester stockholders that they vote in favor of the merger proposal. These interests are described in more detail under the section entitled “The Merger—Interests of Westchester’s Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that limit Westchester’s ability to pursue an alternative business combination proposal and that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Westchester that might result in greater value to Westchester stockholders.

The merger agreement contains provisions that limit Westchester’s ability to pursue an alternative business combination proposal and that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Westchester that might result in greater value to the Westchester stockholders than the merger. These provisions include a general prohibition on Westchester from soliciting or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” Furthermore, if the merger agreement is terminated, under certain circumstances, Westchester may be required to pay Valley a termination fee equal to $8.5 million and reimburse its termination expenses up to $1 million, as described in the section entitled “The Merger Agreement—Termination Fee.”

In connection with the merger agreement, each of the directors and executive officers of Westchester, in their capacity as individuals, have separately entered into a voting agreement pursuant to which they agreed to vote their beneficially owned shares of Westchester common stock in favor of the merger proposal and certain related matters and against alternative transactions. As of the Westchester record date, shares constituting approximately [●]% of the Westchester common stock entitled to vote at the Westchester special meeting are subject to voting agreements. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

The shares of Valley common stock to be received by Westchester stockholders as a result of the merger will have different rights from the shares of Westchester common stock.

The rights of Westchester stockholders are currently governed by the certificate of incorporation of Westchester, as amended, or the Westchester charter, and the amended and restated bylaws of Westchester, or the

Westchester bylaws. Upon completion of the merger, the rights of former Westchester stockholders will be governed by the Valley charter and the Valley bylaws. Valley is organized under New Jersey law, while Westchester is organized under Delaware law. The rights associated with Westchester common stock are different from the rights associated with Valley common stock. Please see the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Valley common stock.

The merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.

The parties expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the respective obligations of Valley and Westchester to complete the merger are conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Covington & Burling LLP and Goodwin Procter LLP, respectively. Each tax opinion represents the legal judgment of the counsel rendering such opinion and is not binding on the United States Internal Revenue Service, or the IRS, or the courts. The expectation that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions and was prepared taking into account the relevant information available to Valley and Westchester at the time. However, this information is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes a forward-looking statement. For information on forward-looking statements, please see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. holder of Westchester common stock may be required to recognize any gain or loss equal to the difference between (i) the sum of the fair market value of Valley common stock received by the Westchester stockholder in the merger and the amount of cash, if any, received by the Westchester stockholder in the merger and (ii) the Westchester stockholder’s adjusted tax basis in the shares of Westchester common stock exchanged therefor. For further information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.” You should consult your tax advisor to determine the particular tax consequences to you.

The opinion of Raymond James delivered to the Westchester board of directors prior to the signing of the merger agreement will not reflect changes in circumstances after the date of the opinion.

The Westchester board of directors received an opinion to address the fairness of the merger consideration form a financial point of view from Raymond James, dated June 29, 2021, which is attached as Annex C to this proxy statement/prospectus. For a description of the opinion, please see the section entitled “The Merger—Opinion of Westchester’s Financial Advisor.” Such opinion has not been updated as of the date of this proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Valley or Westchester, general market and economic conditions and other factors that may be beyond the control of Valley and Westchester may alter the value of Valley or Westchester or the prices of shares of Valley common stock or Westchester common stock by the effective time. The opinion does not speak as of the effective time or as of any other date than the date of the opinion. For a description of the other factors considered by the Westchester board of directors in determining to adopt the merger, please see the section entitled “The Merger—Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors.”

Litigation against Westchester or Valley, or the members of the Westchester or Valley board of directors, could prevent or delay the completion of the merger.

While Valley and Westchester believe that any claims that may be asserted by purported stockholder plaintiffs related to the merger would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the merger from being competed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Westchester stockholders. Moreover, any litigation could be time consuming and expensive, could divert Valley and

Westchester management’s attention away from their regular business and, any lawsuit adversely resolved against Westchester, Valley or members of the Westchester board of directors or Valley board of directors, could have an adverse effect on each party’s business, financial condition and results of operations.

If the actions remain unresolved, they could prevent or delay the completion of the merger. One of the conditions to the consummation of the merger is the absence of any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the merger or bank merger. Consequently, if a settlement or other resolution is not reached related to any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the merger or the bank merger, then such law or order may prevent the merger from becoming effective in a timely manner or at all.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of Valley and Westchester. If the effects of the COVID-19 pandemic, including variants thereof, cause continued or extended decline in the economic environment and the financial results of Valley or Westchester, or the business operations of Valley or Westchester are disrupted as a result of the COVID-19 pandemic, including variants thereof, efforts to complete the merger and integrate the businesses of Valley and Westchester may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and regulatory authorities may impose additional requirements on Valley or Westchester that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

Risks Relating to the Combined Company’s Business Following the Merger

The market price of the common stock of the combined company after the merger may be affected by factors different from those currently affecting the shares of Valley or Westchester common stock.

Upon the completion of the merger, Valley shareholders and Westchester stockholders will become shareholders of the combined company. Valley’s business differs from that of Westchester, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Valley and Westchester. For a further discussion of the businesses of Valley and Westchester, please see the section entitled “Information About the Companies.” For a discussion of the businesses of Valley and of certain factors to consider in connection with such business, please see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

The success of the merger will depend on, among other things, the combined company’s ability to combine the businesses of Valley and Westchester. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

Valley and Westchester have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of Valley and Westchester. To realize these anticipated benefits and cost savings, after the completion of the merger, Valley expects to integrate Westchester’s business into its own. It is possible that the integration process could result in the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s

ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their common stock. Integration efforts between Valley and Westchester may also divert management attention and resources. In addition, the impacts of the COVID-19 pandemic, including variants thereof, may make it more costly or more difficult to integrate the business of Valley and Westchester. If Valley experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on each of Valley or Westchester during this transition period and for an undetermined period after consummation of the merger.

Valley may be unable to retain Westchester’s employees.

The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include integrating personnel with diverse business backgrounds, combining different corporate cultures and retaining key employees. The integration of the two companies will require the experience and expertise of key employees who Valley expects to retain. However, Valley may not be successful in retaining those employees for the time period necessary to successfully integrate Westchester’s operations with those of Valley. The loss of Westchester employees could have an adverse effect on the business and results of operation of Valley following the merger.

Valley may be unable to retain Westchester’s customers or grow the Westchester business.

As with any merger of financial institutions, there also may be business disruptions that cause Valley or Westchester to lose current customers or cause current customers to remove their accounts from Valley or Westchester and move their business to competing financial institutions. Valley believes that Westchester’s customers will not seek products or services elsewhere as a result of the merger because Valley’s community banking model is similar to Westchester’s community banking model. However, there can be no assurances that Valley will be able to retain all of Westchester’s customers or grow the customer base.

Valley shareholders and Westchester stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Valley shareholders and Westchester stockholders currently have the right to vote for the election of the directors and on other matters affecting Valley and Westchester, respectively. Upon the completion of the merger, each Westchester stockholder who receives shares of Valley common stock will become a shareholder of Valley with a percentage ownership of Valley common stock that is smaller than such shareholder’s percentage ownership of Westchester common stock. Following completion of the merger, it is currently expected that former Westchester stockholders as a group will own approximately 4% of the combined company’s common stock and existing Valley shareholders as a group will own approximately 96% of the combined company’s common stock. As a result, Westchester stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Westchester, and existing Valley shareholders may have less influence than they now have on the management and policies of Valley.

THE WESTCHESTER SPECIAL MEETING

This section contains information for Westchester stockholders about the Westchester special meeting. Westchester is mailing this proxy statement/prospectus to you, as a Westchester stockholder, on or about [●], 2021. This proxy statement/prospectus is also being delivered to Westchester stockholders as Valley’s prospectus for its offering of Valley common stock in connection with the merger. This proxy statement/prospectus is accompanied by a notice of the Westchester special meeting and a proxy that the Westchester board of directors is soliciting for use at the Westchester special meeting and at any adjournments of the Westchester special meeting. References to “you” and “your” in this section are to Westchester stockholders.

Date, Time and Place of the Westchester Special Meeting

The Westchester special meeting will be held virtually via the Internet at [●], on [●], 2021, at [●] Eastern Time. On or about [●], 2021, Westchester commenced mailing or otherwise delivering this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the Westchester special meeting.

Purpose of the Westchester Special Meeting

At the Westchester special meeting, you will be asked to consider and vote on the following matters:

•

the merger proposal; and

•

the adjournment proposal, if necessary or appropriate.

Recommendation of the Westchester Board of Directors

Completion of the merger is conditioned upon the adoption of the merger proposal, but is not conditioned upon the approval of the adjournment proposal.

Record Date and Quorum

Westchester has set the close of business on [●], 2021 as the Westchester record date to determine which Westchester stockholders will be entitled to receive notice of and vote at the Westchester special meeting. Only Westchester stockholders at the close of business on the Westchester record date will be entitled to vote at the Westchester special meeting. As of the Westchester record date, there were [●] shares of Westchester common stock outstanding and entitled to notice of, and to vote at, the Westchester special meeting, held by approximately [●] stockholders of record. Each Westchester stockholder on the Westchester record date will be entitled to one vote for each share held of record.

The presence at the Westchester special meeting, in person (including by virtual participation in the meeting) or by proxy, of a majority of the total number of shares of Westchester common stock outstanding and entitled to vote as of the Westchester record date will constitute a quorum for the purposes of the Westchester special meeting. All shares of Westchester common stock represented at the Westchester special meeting in person (including by virtual participation in the meeting) or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Westchester special meeting.

The inspectors of election appointed for the Westchester special meeting, who will determine whether or not a quorum is present, will tabulate votes cast by proxy or virtually at such special meeting. If a quorum is not present at the Westchester special meeting, it will be postponed until the holders of the number of shares of Westchester common stock required to constitute a quorum attend. If additional votes must be solicited in order for Westchester stockholders to adopt the merger proposal and the adjournment proposal is approved, the Westchester special meeting will be adjourned to solicit additional proxies. If a quorum is not present at the Westchester special meeting, the holders of a majority of the number of shares represented at the meeting, in person (including by virtual participation in the meeting) or by proxy, or the presiding officer may adjourn the meeting.

Vote Required; Treatment of Abstentions and Failure to Vote

Shares Held by Directors and Executive Officers

As of the Westchester record date, there were [●] shares of Westchester common stock entitled to vote at the Westchester special meeting. As of the Westchester record date, the directors and executive officers of Westchester and their affiliates beneficially owned and were entitled to vote approximately [●] shares of Westchester common stock, representing approximately [●]% of the shares of Westchester common stock outstanding on that date. Westchester currently expects that the shares of Westchester common stock beneficially owned by its directors and executive officers will be voted in favor of the merger proposal and the adjournment proposal. In connection with the merger agreement, each of the directors and executive officers of Westchester, in their capacity as individuals, have separately entered into a voting agreement pursuant to which they agreed to vote their beneficially owned shares of Westchester common stock in favor of the merger proposal and certain related matters and against alternative transactions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

Voting of Proxies; Incomplete Proxies

A Westchester stockholder may vote by proxy or in person (including by virtual participation in the meeting) at the Westchester special meeting. If you hold your shares of Westchester common stock in your name as a stockholder of record as of the Westchester record date, you may use one of the following methods to submit a proxy as a Westchester stockholder:

•

by mail by completing, signing, dating and returning the proxy in the enclosed postage-paid envelope; or

•

in person (including by virtual participation in the meeting) at the Westchester special meeting.

When a properly executed proxy is returned, the shares of Westchester common stock represented by it will be voted at the Westchester special meeting in accordance with the instructions contained on the proxy. If any

proxy is returned without indication as to how to vote on any particular proposal, the shares of Westchester common stock represented by the proxy will be voted in favor of both the merger proposal and the adjournment proposal.

Every Westchester stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy, whether or not you plan to attend the Westchester special meeting. Sending in your proxy will not prevent you from voting your shares virtually at the Westchester special meeting, because you may revoke your proxy at any time before it is voted.

Revocability of Proxies and Changes to a Westchester Stockholder’s Vote

If you hold stock in your name as a Westchester stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (i) completing, signing, dating and returning a proxy with a later date than your original proxy, (ii) delivering a written revocation of the proxy to Westchester’s Secretary, or (iii) attending the Westchester special meeting and voting in person (including by virtual participation in the meeting) at the Westchester special meeting. If you choose to send a completed proxy bearing a later date than your original proxy, the new proxy must be received before the beginning of the Westchester special meeting.

Written notices of revocation and other communications about revoking your proxy should be addressed to:

The Westchester Bank Holding Corporation

12 Water Street

White Plains, NY 10601

Attention: Kenneth D. Walter

Solicitation of Proxies

Westchester is soliciting proxies from its holders of common stock in conjunction with the merger. Westchester will bear the entire cost of soliciting proxies from its stockholders. If necessary, Westchester may use its directors, officers or employees, who will not be specially compensated, to solicit proxies from Westchester stockholders, either personally or by telephone, facsimile, letter or electronic means.

Attending the Westchester Special Meeting

If you are a Westchester stockholder as of the Westchester record date, you may vote your shares in person (including by virtual participation in the meeting) at the Westchester special meeting. Even if you currently plan to attend the Westchester special meeting, it is recommended that you also submit your proxy as described below, so your vote will be counted if you later decide not to attend the Westchester special meeting. If you submit your vote by proxy and later decide to vote at the Westchester special meeting, the vote you submit at the Westchester special meeting will override your proxy vote.

Assistance

If you need assistance in completing your proxy, have questions regarding the Westchester special meeting, or would like additional copies of this proxy statement/prospectus, please contact Kenneth D. Walter, Westchester’s Secretary, at (914) 368-9919.

THE WESTCHESTER PROPOSALS

Proposal 1: Merger Proposal

Westchester is asking the Westchester stockholders to adopt the merger agreement, including the merger and the transactions contemplated thereby. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” Westchester stockholders should read this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

As discussed in the section entitled “The Merger—Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors,” after careful consideration, the Westchester board of directors unanimously approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Westchester and the Westchester stockholders.

Required Vote

Adoption of the merger proposal requires the affirmative vote of holders of at least a majority of the shares of Westchester common stock outstanding on the Westchester record date and entitled to vote on the merger proposal. If you mark “ABSTAIN” for the merger proposal on your proxy, fail to either submit a proxy or vote at the Westchester special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal.

The Westchester board of directors unanimously recommends that Westchester stockholders vote “FOR” the merger proposal.

Proposal 2: Adjournment Proposal

Westchester is asking Westchester stockholders to approve the adjournment of the Westchester special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the merger proposal if there are insufficient votes at the time of such adjournment to adopt the merger proposal.

If, at the Westchester special meeting, there is an insufficient number of shares of Westchester common stock present or represented by proxy and voting in favor of the merger proposal, Westchester will move to adjourn the Westchester special meeting in order to enable the Westchester board of directors to solicit additional proxies for adoption of the merger proposal. If the Westchester stockholders approve the adjournment proposal, Westchester may adjourn the Westchester special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Westchester stockholders who have previously voted. Notice need not be given of the adjourned meeting if the hour, date and place, if any, of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting are announced at the Westchester special meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person (including by virtual participation in the meeting) and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the Westchester special meeting. If a quorum is not present at the Westchester special meeting, the holders of a majority of the number of shares represented at the meeting, in person (including by virtual participation in the meeting) or by proxy, or the presiding officer may adjourn the meeting.

Required Vote

Approval of the adjournment proposal requires that the affirmative votes cast by the Westchester stockholders present in person (including by virtual participation in the meeting) or represented by proxy at the Westchester special meeting and entitled to vote exceed the votes against the proposal. If you mark “ABSTAIN” on your proxy, fail to either submit a proxy or vote at the Westchester special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the adjournment proposal.

The Westchester board of directors unanimously recommends that Westchester stockholders vote, if necessary or appropriate, “FOR” the adjournment proposal.

Other Matters to Come Before the Westchester Special Meeting

As of the date of this proxy statement/prospectus, the Westchester board of directors is not aware of any matters that will be presented for consideration at the Westchester special meeting other than as described in this proxy statement/prospectus. If, however, the Westchester board of directors properly brings any other matters before the Westchester special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Westchester board of directors on any such matter.

INFORMATION ABOUT THE COMPANIES

Valley National Bancorp

One Penn Plaza

New York, NY 10119

Telephone: (973) 305-8800

Valley is a New Jersey corporation organized in 1983 as a bank holding company registered with the Federal Reserve under the BHC Act for VNB. Valley is headquartered in Wayne, New Jersey, and as of June 30, 2021, had, on a consolidated basis, total assets of approximately $41.3 billion, total loans of approximately $32.5 billion, total deposits of approximately $33.2 billion and total shareholders’ equity of approximately $4.7 billion. Valley conducts its banking operations through its subsidiary bank, VNB, in 226 branches or financial centers located in northern and central New Jersey, the New York City Boroughs of Manhattan, Brooklyn, Queens, and Long Island, Florida and Alabama. In addition to its principal subsidiary, VNB, Valley owns all of the voting and common shares of GCB Capital Trust III, State Bancorp Capital Trusts I and II and Aliant Statutory Trust II through which trust preferred securities were issued. Valley common stock is listed on the Nasdaq Global Select Market under the symbol “VLY.”

VNB is a national banking association chartered in 1927 under the laws of the United States. VNB offers commercial, retail, insurance and wealth management financial services products. VNB also provides a variety of banking services including automated teller machines, telephone and internet banking, remote deposit capture, overdraft facilities, drive-in and night deposit services and safe deposit facilities. In addition, certain international banking services are available to customers including standby letters of credit, documentary letters of credit and related products, and certain ancillary services such as foreign exchange transactions, documentary collections, foreign wire transfers, as well as transaction accounts for non-resident aliens.

VNB’s subsidiaries are all included in the consolidated financial statements of Valley. These subsidiaries include, but are not limited to:

•

an insurance agency offering property and casualty, life and health insurance;

•

an asset management adviser that is a registered investment adviser with the SEC;

•

a title insurance agency in New York, which also provides services in New Jersey;

•

subsidiaries which hold, maintain and manage investment assets for VNB;

•

a subsidiary which specializes in health care equipment and other commercial equipment leases; and

•

a subsidiary which owns and services New York commercial loans.

VNB’s subsidiaries also include real estate investment trust subsidiaries, or the REIT subsidiaries, which own real estate related investments and a REIT subsidiary, which owns some of the real estate utilized by VNB and related real estate investments.

Valley’s primary focus is to build and develop profitable customer relationships across all lines of business and create a convenient and innovative omni-channel customer experience beyond its traditional branch footprint, including through the use and promotion of Valley’s mobile and online service offerings, such as the ValleyDirect on-line savings account.

Additional information about Valley may be found in the documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

Telephone: (914) 368-9919

Westchester is a Delaware corporation organized in 2007. Its principal subsidiary is TWB, a New York state-chartered commercial bank. Westchester is registered as a bank holding company with the Federal Reserve under the BHC Act. Westchester is privately held and its shares are not traded on any national or regional securities exchange. As of June 30, 2021, Westchester had total assets of approximately $1.3 billion, total loans of approximately $907.5 million, total deposits of approximately $1.1 billion and total stockholders’ equity of approximately $143.1 million.

TWB is a full-service commercial bank headquartered in White Plains, New York. TWB offers a complete line of commercial and retail loan and deposit products in the Westchester County, New York market. TWB operates from its main office in White Plains, New York and seven branch offices located in Mamaroneck, Mt. Kisco, Ossining, Rye Brook, Thornwood, White Plains and Yonkers, New York. TWB’s target market consists primarily of privately-held local businesses, business owners, professionals, non-profit organizations and consumers seeking a high level of personal service and responsiveness.

TWB’s business consists primarily of attracting commercial and retail deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial and industrial loans, commercial real estate loans, consumer loans, and investment securities. TWB offers a broad range of deposit products, including commercial and retail checking accounts, savings accounts, money market accounts and certificates of deposit.

Additional information about Westchester may be found on its website at www.thewestchesterbank.com. The reference to this website is an inactive textual reference only, and the information provided on Westchester’s website is not a part of this proxy statement/prospectus and therefore is not incorporated by reference into the this proxy statement/prospectus. Westchester does not have a class of securities registered under Section 12 of the Exchange Act, or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

THE MERGER

The following discussion contains material information regarding the merger. The discussion is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. This discussion does not purport to be complete and may not contain all of the information about the merger that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement, for a more complete understanding of the merger.

Terms of the Merger

The Valley board of directors and the Westchester board of directors unanimously approved the merger agreement. The merger agreement provides that, among other things, (i) Westchester will merge with and into Valley, with Valley continuing as the surviving corporation, and (ii) simultaneously with the merger, TWB will merge with and into VNB, with VNB continuing as the surviving bank.

At the effective time, each share of Westchester common stock that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares for which appraisal has been properly demanded) will be converted, without any action by the Westchester stockholders, into the right to receive the merger consideration, composed of 229.645 shares of Valley common stock. Valley will issue aggregate merger consideration of approximately 17.4 million shares of Valley common stock to the Westchester stockholders upon completion of the merger, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all Westchester stock options outstanding on the date hereof are exercised.

Valley will not issue any fractional shares of Valley common stock in the merger. Instead, a Westchester stockholder who would otherwise be entitled to receive a fractional interest of Valley common stock will receive, in lieu thereof, an amount in cash, rounded down to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded down to the nearest thousandth when expressed as a decimal form) of Valley common stock that such shareholder would otherwise be entitled to receive by (ii) the Valley average closing price.

Westchester stockholders are being asked to adopt the merger agreement, including the merger and the transactions contemplated thereby. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to consummation of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of its ongoing consideration and evaluation of its long-term prospects and strategies, the Westchester board of directors and senior management regularly reviewed and assessed Westchester’s business strategies and objectives, including strategic opportunities and challenges, and considered various strategic options potentially available to them, all with the goal of enhancing value for the Westchester stockholders. These strategic discussions focused on, among other things, the business, competitive and regulatory environment facing financial institutions generally and Westchester in particular, as well as conditions and ongoing consolidation in the financial services industry.

In connection with the periodic review of its strategic alternatives, during its regularly scheduled March 25, 2021 board meeting, the Westchester board of directors received from representatives of Raymond James an update relating to the banking industry in general and bank mergers and acquisitions activity in particular. The

Westchester board of directors also discussed Westchester’s strategic options, including to remain independent while continuing to execute its strategic plan, and consider a possible sale of Westchester, and their respective advantages and disadvantages.

On April 13, 2021, the Westchester board of directors held a meeting to further discuss Westchester’s strategic alternatives. The Westchester board of directors authorized management to engage Raymond James to assist the Westchester board of directors in its evaluation of its business plan and its review of strategic alternatives, including a possible sale of Westchester. Raymond James was engaged as Westchester’s financial advisor on April 23, 2021.

On April 26, 2021, representatives of Raymond James began working with Westchester’s management to compile a list of potential buyers, prepare a confidential information memorandum and a non-disclosure agreement to be used to solicit indications of interest, and establish an electronic data room. During the next several weeks, these documents were drafted and the data room was populated.

Beginning on May 5, 2021, representatives of Raymond James contacted 16 financial institutions regarding their interest in a possible acquisition of Westchester. Thirteen companies expressed initial interest and 11 executed standard mutual non-disclosure agreements and were provided with the confidential information memorandum and granted access to the data room. The confidential information memorandum requested that a non-binding indication of interest be provided to Raymond James by May 21, 2021.

On May 21, 2021, seven indications of interest were received, including one from Valley. One potential acquirer, Company A, proposed an all-stock transaction with a purchase price of $3,300.00 per share of Westchester common stock based on the fixed exchange ratio included in its bid letter. Another potential acquirer, Company B, proposed an all-stock transaction with a purchase price of $3,184 per share of Westchester common stock, and noted that it would be open to providing up to 10% of the merger consideration in cash if desired by Westchester. Another financial institution, Company C, proposed a 90% stock transaction with a purchase price of $3,100 per share of Westchester common stock, and noted that it would be willing to undertake an all-stock transaction if preferred by Westchester. A fourth potential acquirer, Company D, proposed an 80% stock transaction with a purchase price of $3,100 per share of Westchester common stock. A fifth potential acquirer, Company E, proposed an 80% stock transaction with a purchase price range of $2,882.12 to $3,087.99 per share of Westchester common stock. A sixth potential acquirer, Company F, proposed an all-stock transaction with a fixed exchange ratio of shares that would have equaled $2,836.62 per share of Westchester common stock as of May 20, 2021. Valley’s indication of interest proposed an all-stock transaction with a purchase price of $3,100 per share of Westchester common stock based on the fixed exchange ratio included in its bid letter. Company A’s proposal contemplated that TWB would remain a separate bank subsidiary of Company A with the Westchester board of directors and management team remaining in place. Company C’s proposal offered one board seat and a consulting role to John M. Tolomer, Westchester’s President and Chief Executive Officer, in order to ensure continuity for Westchester’s customers and employees and offered to establish an advisory board composed of the other Westchester directors. Company D’s proposal offered Mr. Tolomer the position of Market President for two years following the merger and a seat on the Company D board of directors, and indicated that it would consider establishing an advisory board composed of Westchester’s non-employee directors. Company F’s proposal was contingent upon Mr. Tolomer’s continued employment with Company F. The other proposals, including Valley’s, offered to create an advisory board composed of Westchester’s non-employee directors.

On May 21, 2021, at the direction of Mr. Tolomer, representatives of Raymond James contacted Travis Lan, Senior Vice President, Corporate Finance & Business Development, at Valley and, due to Valley’s larger balance sheet compared to the other companies that had submitted bids and its additional capacity to pay based on the estimated de minimis impact on tangible book value, asked Valley if it would be willing to increase the value of its proposal. On May 24, 2021, after discussions between representatives of Raymond James and Mr. Lan and between Mr. Tolomer and Ira Robbins, Chairman, President and Chief Executive Officer of Valley, Valley

submitted a revised indication of interest proposing an all-stock transaction with a purchase price of $3,300 per share of Westchester common stock based on the fixed exchange ratio included in its revised bid letter, contingent upon a 30-day exclusivity period. All other terms in its revised bid letter remained the same.

On May 24, 2021, at a special meeting of the Westchester board of directors, representatives of Raymond James reviewed the financial terms of the seven indications of interest and, because each proposal included a significant stock component, reviewed publicly available summary financial and market performance data for each company who submitted an indication of interest. Goodwin Procter LLP, Westchester’s outside counsel, also attended the meeting, and discussed the fiduciary duties of the board in the context of a proposed sale process. The Westchester board of directors, following extensive discussion of, among other things, a comparative analysis of the pro forma impact of the transaction on each of Company A, Company B, Company C, Company D, Company E, Company F and Valley, unanimously voted to authorize management to execute Valley’s indication of interest, which included the grant of a 30-day exclusivity period to Valley, and move forward with negotiating a potential transaction with Valley.

Following the execution of Valley’s indication of interest, Westchester commenced its due diligence investigation of Valley, and Valley continued its due diligence investigation of Westchester. On June 15, 2021, an in-person due diligence meeting took place between the senior management of both Westchester and Valley at Valley’s offices in Totowa, New Jersey, with representatives of Raymond James and Goodwin Procter LLP also attending.

On June 17, 2021, a first draft of the merger agreement was provided to Goodwin Procter LLP by Covington & Burling LLP, Valley’s legal counsel. Between that date and June 28, 2021, Westchester and Valley and their respective representatives and advisors negotiated the terms of the merger agreement. During this time, the parties and their legal advisors exchanged a number of drafts of the merger agreement and its exhibits, including the voting agreement, and worked toward finalizing the terms of the merger. Also during this period, each party prepared, distributed and finalized a set of disclosure schedules listing certain supplemental information and exceptions to the representations and warranties contained in the merger agreement.

While the merger agreement was being negotiated, Westchester presented Valley with a reverse due diligence list requesting information about Valley and its financial condition and operations. Members of Westchester’s senior management and its outside financial advisors reviewed the documentation provided by Valley while Westchester and Valley continued to negotiate the terms of the merger agreement. In addition, members of Westchester’s senior management and Westchester’s advisors reviewed information about Valley that was publicly available, including reports and other materials filed with the SEC. On June 21, 2021, at Valley’s offices in Totowa, New Jersey, and on June 22, 2021, virtually, members of Westchester’s senior management and representatives of Raymond James and Goodwin Procter LLP met with a number of members of Valley’s executive management to discuss Valley’s current operations, financial condition and prospects.

On June 18, 2021, the Westchester board of directors held a special meeting to discuss the status of the merger negotiations, due diligence findings and to answer questions regarding Valley. The Westchester board of directors also discussed these matters at its regularly scheduled board meeting held on June 24, 2021.

On June 25, 2021, a first draft of the employment agreement between Valley and Mr. Tolomer was provided to Goodwin Procter LLP by Covington & Burling LLP. Mr. Tolomer and Valley and their respective representatives and advisors negotiated the terms of Mr. Tolomer’s employment agreement with Valley between June 24 and June 29, 2021.

On June 28, 2021, the Valley board of directors and the VNB board of directors held a joint meeting to consider approval of the merger agreement and the transactions contemplated thereby, including the merger and the bank merger. At the meeting, the Valley boards of directors received an update from Valley’s management team on the status of due diligence and negotiations with Westchester, information regarding the proposed

merger and the combined business, and the financial aspects of the proposed merger. At the meeting, Valley’s internal legal counsel reviewed with the Valley board of directors the key terms of the merger agreement and related agreements (including the bank merger agreement, the voting agreements and Mr. Tolomer’s proposed employment agreement), as described elsewhere in this proxy statement/prospectus, which was distributed to the Valley boards of directors in advance of the meeting. Following further discussion among the Valley directors, and taking into consideration the matters discussed during that meeting, including the factors described in the section entitled “—Valley’s Reasons for the Merger,” the Valley board of directors determined that the merger agreement and the transactions contemplated thereby were advisable and voted unanimously to approve the merger agreement and the transactions contemplated thereby, and the other transaction agreements, conditioned upon approval of the merger agreement by the Westchester board of directors.

A joint meeting of the Westchester board of directors and the TWB board of directors was held on June 28, 2021 to discuss the proposed merger. A draft merger agreement was distributed to the Westchester boards of directors in advance of the meeting, reflecting the fixed exchange ratio and merger consideration consisting of 100% stock with aggregate implied transaction value of $221 million, based on the then-current trading price of Valley common stock. At the meeting, the Westchester boards of directors received a report from Westchester management and its outside advisors regarding the results of reverse due diligence on Valley. Goodwin Procter LLP discussed again the fiduciary obligations of the Westchester board of directors in considering a sale or merger of Westchester and answered directors’ questions on the topic. Goodwin Procter LLP also provided a comprehensive review of the provisions of the proposed merger agreement, including the representations and warranties, the various negative and affirmative covenants, the termination provisions, and the non-solicitation and related termination fee provisions. Goodwin Procter LLP also reviewed with the Westchester boards of directors the terms of Mr. Tolomer’s proposed employment agreement with Valley, as well as the fact that Valley would honor Westchester’s existing employment agreements with its other executive officers. Goodwin Procter LLP also reviewed, in detail, the terms of the bank merger agreement and the voting agreements requested of the members of the Westchester board of directors and certain executive officers. Various provisions of the merger agreement, bank merger agreement and voting agreements were discussed and director questions regarding these agreements were asked and answered. Representatives of Raymond James then reviewed its financial analysis, which included a market update on the banking industry in general and bank mergers and acquisitions activity in particular, a summary of the financial terms of the proposed merger, including the merger consideration, valuation multiples of the merger consideration compared to precedent transactions, a review of Valley and a pro forma analysis. The Westchester board of directors then discussed the merger agreement and financial analysis of Raymond James, including the valuation of Westchester as a stand-alone entity and its prospects going forward and the attributes of Valley common stock, including its recent market performance, dividend payout ratio and trading volume. The board also discussed the size of Valley’s balance sheet and its ability to assume and grow Westchester’s larger lending relationships, the findings of the reverse due diligence process, and Valley’s commitment to community banking and its business culture and philosophy.

On June 29, 2021, the Westchester board of directors held another special meeting. Representatives of Goodwin Procter LLP reminded the directors of their fiduciary duties in connection with the proposed transaction and answered additional questions from the directors regarding the merger agreement and voting agreements. Representatives of Raymond James presented its financial analysis, which included a review of the fairness opinion process, a summary of the financial terms of the proposed merger, including the merger consideration, and valuation multiples of the merger consideration compared to precedent transactions. At the end of its presentation, Raymond James delivered its oral opinion, which was subsequently confirmed in writing, to the effect that, as of June 29, 2021, and based on the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Raymond James as set forth in its opinion, the merger consideration was fair to the Westchester stockholders from a financial point of view. For a description of Raymond James’ opinion, please refer to “—Opinion of Westchester’s Financial Advisor.” The Westchester board of directors then discussed the merger agreement, the financial analyses and the fairness opinion. Following extensive discussion and questions and answers, including consideration of the factors described in the section entitled“—Recommendation of Westchester’s Board of Directors and Reasons for the Merger,” the

Westchester board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, were in the best interests of Westchester and the Westchester stockholders and authorized Westchester’s management to execute and deliver the merger agreement. Mr. Tolomer executed his employment agreement with Valley and Valley entered into voting agreements with each of the directors and executive officers of Westchester.

On the afternoon of June 29, 2021, Westchester and Valley executed the merger agreement and each of the directors and executive officers of Westchester executed the voting agreements with Valley. On the same day, Westchester and Valley issued a joint press release announcing the merger.

Westchester’s Reasons for the Merger and Recommendation of the Westchester Board of Directors

The Westchester board of directors believes that the merger is advisable and fair to, and in the best interest of, the Westchester stockholders. Accordingly, the Westchester board of directors has unanimously approved the merger agreement and recommends that the Westchester stockholders vote “FOR” adoption of the merger agreement.

In reaching its decision to approve the merger agreement and to recommend that the Westchester stockholders adopt the merger agreement, the Westchester board of directors evaluated the merger in consultation with Westchester’s management, as well as Westchester’s independent financial and legal advisors, and considered a number of factors, including, without limitation, the following factors:

•

the Westchester board of directors’ familiarity with and review of Westchester’s business, financial condition, results of operations and prospects, including, but not limited to, its business plan and its potential for growth and profitability;

•

the current and prospective environment in which Westchester operates, including national and local economic conditions, the competitive environment for financial institutions generally, the increased regulatory burden on financial institutions generally and the trend toward consolidation in the financial services industry;

•

the Westchester board of directors’ review, with the assistance of Westchester’s management and legal and financial advisors, of strategic alternatives to the merger;

•

the Westchester board of directors’ review, based in part on the reverse due diligence performed by Westchester in connection with the merger, of Valley’s business, financial condition, results of operations and management; the potential synergies expected from the merger; and the geographic fit between Westchester’s and Valley’s service areas;

•

the expected pro forma financial impacts of the merger, taking into account anticipated cost savings and other factors, on the Westchester stockholders;

•

the structure of the merger as a 100% stock merger, which is expected to be tax free to Westchester stockholders (other than with respect to cash received in lieu of fractional shares), following which the Westchester stockholders will have the opportunity to participate in the in the growth and opportunities of the combined company by retaining their Valley common stock;

•

the expectation that the historic liquidity of Valley common stock will offer Westchester stockholders the opportunity to exit their investment, should they prefer to do so;

•

Valley’s current regular quarterly dividend rate, which is currently $0.11 per share of Valley common stock, or the equivalent of approximately $25.26 per share of Westchester common stock based on the exchange ratio;

•

the fact that the exchange ratio is fixed, which the Westchester board of directors believed was consistent with market practice for transactions of this type, was likely to be protective of the total

consideration to be received by Westchester stockholders at closing based on past performance of the share price of Valley common stock, offered the possibility of an upside to the merger consideration, and was consistent with the strategic purpose of the merger;

•

the size of Valley’s balance sheet and its ability to assume and grow Westchester’s larger lending relationships;

•

the impact of the merger on the depositors, customers and communities served by Westchester and the expectation that the combined company will continue to provide quality service to the communities and customers currently served by Westchester;

•

the Westchester board of directors’ review with Westchester’s legal and financial advisors of the financial and other terms of the merger agreement, including the fixed exchange ratio, tax treatment and termination fee provisions;

•

the opinion, dated June 29, 2021, of Raymond James addressed to the Westchester board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the Westchester stockholders of the merger consideration in the merger, as more fully described in the section entitled “—Opinion of Raymond James, Financial Advisor to Westchester;” and

•

Valley’s agreement, upon the closing of the merger, to retain the services of Mr. Tolomer as market president and establish a regional advisory board composed of non-employee members of the Westchester board of directors, both of which are expected to provide a degree of continuity and involvement by the Westchester board of directors and Westchester’s management following the merger and enhance the likelihood that the strategic benefits that Westchester expects to achieve as a result of the merger will be realized.

The Westchester board of directors also considered potential risks relating to the merger, including the following:

•

the regulatory and other approvals required in connection with the merger and the expectation that such regulatory approvals will be received in a timely manner and without the imposition of unacceptable conditions;

•

the potential for diversion of management and employee attention, and for employee attrition, during the period prior to the completion of the merger and the potential effect on Westchester’s business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;

•

the merger agreement provisions generally requiring Westchester to conduct its business in the ordinary course and the other restrictions on the conduct of Westchester’s business prior to completion of the merger, which may delay or prevent Westchester from undertaking business opportunities that may arise pending completion of the merger;

•

with stock consideration based on a fixed exchange ratio, the risk that the consideration to be paid to Westchester common stockholders could be adversely affected by a decrease in the trading price of Valley common stock during the pendency of the merger;

•

the risk that Valley could experience a decrease in profitability or regulatory pressure that would cause it to reduce its dividends from historic levels;

•

expected benefits and synergies sought in the merger, including cost savings and Valley’s ability to market successfully its financial products to Westchester’s customers, may not be realized or may not be realized within the expected time period;

•

the challenges of integrating the businesses, operations and employees of Westchester and Valley;

•

certain provisions of the merger agreement prohibit Westchester from soliciting, and limit its ability to respond to, proposals for alternative transactions;

•

Westchester’s obligation to pay Valley a termination fee of $8.5 million in certain circumstances, as described in the section entitled “The Merger Agreement—Termination Fee,” may deter others from proposing an alternative transaction that may be more advantageous to the Westchester stockholders;

•

the possible effects on Westchester should the parties fail to complete the merger, including reputational, business and opportunity costs;

•

that Westchester’s directors and executive officers may have interests in the merger that are different from or in addition to those of its stockholders generally, as described in the section entitled “—Interests of Westchester’s Directors and Executive Officers in the Merger;” and

•

the other risks described in the section entitled “Risk Factors” and the risks of investing in Valley common stock identified in the Risk Factors sections of Valley’s periodic reports filed with the SEC and incorporated by reference herein.

The foregoing discussion of the information and factors considered by the Westchester board of directors is not exhaustive, but includes the material factors considered by the Westchester board of directors. In view of the wide variety of factors considered by the Westchester board of directors in connection with its evaluation of the merger and the complexity of these matters, the Westchester board of directors did not attempt to quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Westchester board of directors may have given different weights to different factors. The Westchester board of directors evaluated the factors described above and reached the decision that the merger was in the best interests of Westchester and the Westchester stockholders. The Westchester board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the Westchester board of directors concluded that the potential positive factors outweighed the potential risks of completing the merger. This explanation of the Westchester board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

On the basis of these considerations, the Westchester board of directors approved the merger agreement and the transactions contemplated thereby and recommended to the Westchester stockholders that they adopt the merger agreement and the transactions contemplated thereby.

The Westchester board of directors unanimously recommends that the Westchester stockholders vote “FOR” adoption of the merger agreement.

Opinion of Westchester’s Financial Advisor

Westchester retained Raymond James as financial advisor on April 23, 2021. Westchester selected Raymond James as a financial advisor because it is a globally-recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to that engagement, the Westchester board of directors requested that Raymond James evaluate the fairness, from a financial point of view, to the holders of Westchester common stock (other than the excluded shares) of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

At the June 29, 2021 meeting of the Westchester board of directors, representatives of Raymond James rendered its opinion, subsequently confirmed in writing and dated June 29, 2021, to the Westchester board of directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the holders of Westchester common stock (other than the excluded shares) of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the assumptions made,

procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of its opinion. For the purposes of its opinion, and with Westchester’s consent, Raymond James assumed that the merger consideration had a value of $3,081.84 per share based on the 229.645 exchange ratio and Valley’s closing stock price of $13.42 on June 28, 2021, the last trading day prior to the announcement of the merger.

The full text of the written opinion of Raymond James is attached as Annex C to this proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. Westchester stockholders are urged to read the opinion in its entirety. The opinion of Raymond James speaks only as of the date of the opinion and does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger.

Raymond James provided its opinion for the information of the Westchester board of directors (in its capacity as such) in connection with, and for the purposes of, its consideration of the merger consideration to be received by holders of Westchester common stock in the merger pursuant to the merger agreement and its opinion only addresses whether the merger consideration was fair, from a financial point of view, to the holders of Westchester common stock (other than the excluded shares). The opinion of Raymond James does not address any other term or aspect of the merger agreement or the merger contemplated thereby. Raymond James’ opinion does not constitute a recommendation to the Westchester board of directors or to any holder of Westchester common stock as to how the Westchester board of directors, such stockholder or any other person should vote or otherwise act with respect to the transaction or any other matter. Raymond James does not express any opinion as to the likely trading range of Valley common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Valley at that time.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

•

reviewed the financial terms and conditions as stated in the draft of the merger agreement dated as of June 26, 2021;

•

reviewed certain information related to the historical condition and prospects of Westchester, as made available to Raymond James by or on behalf of Westchester, including, but not limited to, financial projections prepared by the management of Westchester for the fiscal years ending December 31, 2021 through 2026, as approved for Raymond James’ use by management of Westchester, or the projections;

•

reviewed Westchester’s and Valley’s audited financial statements for the years ended December 31, 2018, December 31, 2019 and December 31, 2020 and unaudited financial statements for the three month period ended March 31, 2021;

•

reviewed Westchester’s and Valley’s recent public filings and certain other publicly available information regarding Westchester;

•

reviewed the financial and operating performance of Westchester and those of other selected public companies that Raymond James deemed to be relevant;

•

considered certain publicly available financial terms of certain transactions Raymond James deemed to be relevant;

•

reviewed the then-current market prices of the publicly traded securities of certain other companies that Raymond James deemed to be relevant;

•

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate;

•

received a certificate addressed to Raymond James from a member of senior management of Westchester regarding, among other things, the accuracy of the information, data and other materials

(financial or otherwise) provided to, or discussed with, Raymond James by or on behalf of Westchester; and

•

discussed with members of the senior management of Westchester and Valley certain information relating to the aforementioned and any other matters which Raymond James deemed relevant to its inquiry including, but not limited to, the past and then-current business operations of Westchester and the financial condition and future prospects and operations of Westchester.

With Westchester’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Westchester, Valley or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Westchester or Valley was a party or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Westchester or Valley was a party or may become subject. With Westchester’s consent, the opinion of Raymond James made no assumption concerning, and therefore did not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of Westchester. With respect to the projections and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Westchester’s consent, assumed that the projections and such other information and data were reasonably prepared in good faith on bases reflecting the best then-currently available estimates and judgments of management of Westchester, and Raymond James relied upon Westchester to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the projections or the assumptions on which they were based. Raymond James assumed that the final form of the merger agreement would be substantially similar to the draft reviewed by Raymond James, and that the transaction would be consummated in accordance with the terms of the merger agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each such party would perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or Westchester that would be material to its analyses or opinion.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. Raymond James provided advice to the Westchester board of directors with respect to the proposed merger. Raymond James did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the merger. The opinion of Raymond James did not express any opinion as to the likely trading range of Valley common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Valley at that time. The Raymond James opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Westchester common stock (other than the excluded shares).

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Westchester board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or

would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of the Westchester board of directors, on the fact that Westchester was assisted by legal, accounting and tax advisors, and, with the consent of the Westchester board of directors, relied upon and assumed the accuracy and completeness of the assessments by Westchester and its advisors, as to all legal, accounting and tax matters with respect to Westchester and the merger, including, without limitation, that the merger would qualify as a reorganization within the meaning of Section 368(a) of the Code.

In formulating its opinion, Raymond James considered only what it understood to be the consideration to be received by the holders of Westchester common stock (other than the excluded shares), and Raymond James did not consider, and did not express an opinion on, the fairness of the amount or nature of any compensation to be paid or payable to any of Westchester’s officers, directors or employees, or class of such persons, whether relative to the compensation to be received by the holders of Westchester common stock (other than the excluded shares) or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Westchester, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the merger to any one class or group of Westchester stockholders or any other party’s security holders or other constituents vis-à-vis any other class or group of Westchester stockholders or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Westchester or Valley or the ability of Westchester or Valley to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the Westchester board of directors at its meeting on June 29, 2021, which material was considered by Raymond James in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to Westchester or the merger.

Selected Companies Analysis. Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed relevant for its analysis. The selected group represents companies Raymond James believed to be relevant to Westchester. Raymond James selected certain companies that: (i) are headquartered in the Mid-Atlantic (Delaware, Maryland, New Jersey, New York, Washington D.C. and Pennsylvania) or New England (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont); (ii) have total assets between $750 million and $2.0 billion; (iii) have tangible common equity to tangible assets less than 13.00%; (iv) have a most recent quarter return on average assets of between 0.75% and 1.50%; and (v) are traded on the Nasdaq Stock Market LLC or the New York Stock Exchange. The aforementioned financial characteristics were shown for the bank subsidiary if consolidated data was unavailable, and the financial characteristics were based on the most recent quarter period reported as of March 31, 2021, if available, otherwise for the quarter period reported as of December 31, 2020. The selected group excludes mutual holding companies and targets of announced mergers. No company used in the analysis described below is identical or directly comparable to Westchester. The selected companies Raymond James deemed relevant include the following:


• ESSA Bancorp, Inc. (PA)		• CB Financial Services, Inc. (PA)

• Fidelity D&D Bancorp, Inc. (PA)		• Salisbury Bancorp, Inc. (CT)

• 1^st Constitution Bancorp (NJ)		• Riverview Financial Corp. (PA)

• First United Corp. (MD)		• Union Bankshares, Inc. (VT)

• The Bank of Princeton (NJ)		• Emclaire Financial Corp. (PA)

• Franklin Financial Services (PA)

Raymond James calculated various financial multiples for each selected public company, including price per share at close on June 28, 2021 compared to: (i) basic tangible book value, or TBV, per share at March 31, 2021 or December 31, 2020 as shown by S&P Global Market Intelligence; (ii) last quarter annualized earnings per share, or LQA EPS; (iii) last twelve months earnings per share, or LTM EPS; (iv) estimated 2021 earnings per share, or 2021 EPS, based on consensus estimates as shown by S&P Global Market Intelligence if available for the selected companies and the projections for Westchester; and (v) estimated 2022 earnings per share, or 2022 EPS, based on consensus estimates as shown by S&P Global Market Intelligence if available for the selected companies and the projections for Westchester. The estimates published by Wall Street research analysts were not prepared in connection with the merger or at the request of Raymond James and may not prove to be accurate. Raymond James reviewed the 25^th percentile, mean, median and the 75^th percentile relative valuation multiples of the selected public companies and compared them to the corresponding valuation multiples for Westchester implied by the merger consideration. The results of the selected companies analysis are summarized below:

Valley /
Westchester

Selected Companies Multiples

25th Pctl.

Mean

Median

75th Pctl.

Price / TBV

150%

103%

129%

114%

133%

Price / LQA EPS

12.7x

9.1x

10.2x

9.9x

10.6x

Price / LTM EPS

16.1x

10.3x

11.4x

10.9x

12.4x

Price / 2021 EPS

13.0x

9.2x

9.9x

10.0x

10.9x

Price / 2022 EPS

11.9x

9.3x

10.3x

10.5x

11.2x

Taking into account the results of the selected companies analysis, Raymond James applied the 25^th, mean, median and 75^th percentiles of the price to tangible book value per share ratio and earnings per share multiples to the corresponding financial data for Westchester. Raymond James then compared those implied values to $3,081.84, the value attributed to the merger consideration per share for the purposes of Raymond James’ opinion. The results of this analysis are summarized below:


	Implied Common Share Consideration
	25th Pctl.		Mean		Median		75th Pctl.
Price / TBV	$	2,116.82	$	2,655.72	$	2,337.26	$	2,743.52
Price / LQA EPS	$	2,214.46	$	2,471.02	$	2,401.82	$	2,583.66
Price / LTM EPS	$	1,973.22	$	2,190.12	$	2,092.41	$	2,389.54
Price / 2021 EPS	$	2,188.27	$	2,350.78	$	2,377.63	$	2,582.33
Price / 2022 EPS	$	2,407.96	$	2,653.16	$	2,701.78	$	2,901.30

Discounted Cash Flow Analysis. Raymond James analyzed the discounted present value of Westchester’s projected free cash flows for the nine months ending December 31, 2021 and the calendar years ending December 31, 2022 through 2026 on a standalone basis, which were provided to Raymond James and approved for its use by Westchester. Raymond James used tangible common equity in excess of a target ratio of 8.0% of tangible assets at the end of each projected period for free cash flow.

The discounted cash flow analysis was based solely on the projections. Consistent with the periods included in the projections, Raymond James used calendar year 2026 as the final year for the analysis and applied multiples, ranging from 9.0x to 11.0x, to estimated calendar year 2026 adjusted net income in order to derive a range of estimated terminal values for Westchester in 2026. The projected free cash flows and terminal values were discounted to present value using rates ranging from 12.4% to 14.4%. Raymond James arrived at its discount rate range by using the 2020 Duff & Phelps Valuation Handbook.

The resulting range of present equity values was divided by the number of diluted shares outstanding. Raymond James reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to $3,081.84, the value attributed to the merger consideration per share for the purposes of Raymond James’ opinion. The results of the discounted cash flow analysis indicated a range of values from $2,552.63 per share to $3,030.92 per share.

In connection with its analysis, Raymond James considered and discussed with Westchester how the discounted cash flow analysis would be affected by changes in the underlying assumptions. Raymond James noted that the discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results are not necessarily indicative of actual values or future results.

Selected Transaction Analysis. Raymond James analyzed publicly available information relating to selected regional transactions that it deemed relevant for its analysis announced since January 1, 2019 involving targets headquartered in the Mid-Atlantic (Delaware, Maryland, New Jersey, New York, Washington D.C. and Pennsylvania) or New England (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont) with target assets between $750 million and $2.0 billion and target tangible common equity to tangible assets less than 13.00%. Raymond James also analyzed publicly available information relating to selected national transactions announced since January 1, 2021 involving targets headquartered in the United States (excluding Puerto Rico) with target assets between $750 million and $2.0 billion and target tangible common equity to tangible assets less than 13.00%. The selected groups exclude mergers of equals transactions. Financial data for the selected targets was based on the most recent last twelve month period reported prior to announcement of the respective transaction. The selected regional transactions group excludes LendingClub Corporation’s acquisition of Radius Bancorp, Inc. due to the unique business model of Radius Bancorp, Inc. The selected regional and national transactions (with respective transaction announcement dates shown) used in the analysis included:

Selected Regional Transactions

•

Acquisition of Severn Bancorp, Inc. by Shore Bancshares, Inc. (3/3/21)

•

Acquisition of Standard AVB Financial Corp. by Dollar Mutual Bancorp (9/25/20)

•

Acquisition of Wellesley Bancorp by Cambridge Bancorp (12/5/19)

•

Acquisition of Empire Bancorp, Inc. by Flushing Financial Corp. (10/25/19)

•

Acquisition of Bancorp of New Jersey, Inc. by ConnectOne Bancorp, Inc. (8/16/19)

•

Acquisition of Two River Bancorp by OceanFirst Financial Corp. (8/9/19)

•

Acquisition of Country Bank Holding Co. by OceanFirst Financial Corp. (8/9/19)

•

Acquisition of Stewardship Financial Corp. by Columbia Financial, Inc. (MHC) (6/7/19)

•

Acquisition of DNB Financial Corp. by S&T Bancorp, Inc. (6/5/19)

Selected National Transactions

•

Acquisition of Bank of Commerce Holdings by Columbia Banking System, Inc. (6/23/21)

•

Acquisition of Cortland Bancorp by Farmers National Banc Corp. (6/23/21)

•

Acquisition of County Bancorp, Inc. by Nicolet Bankshares, Inc. (6/22/21)

•

Acquisition of Landmark Community Bank by Simmons First National Corp. (6/7/21)

•

Acquisition of Triumph Bancshares, Inc. by Simmons First National Corp. (6/7/21)

•

Acquisition of Community Bankers Trust Corp. by United Bankshares, Inc. (6/3/21)

•

Acquisition of Select Bancorp, Inc. by First Bancorp (6/1/21)

•

Acquisition of Aquesta Financial Holdings by United Community Banks, Inc. (5/27/21)

•

Acquisition of American State Bancshares, Inc. by Equity Bancshares, Inc. (5/17/21)

•

Acquisition of American River Bankshares by Bank of Marin Bancorp (4/19/21)

•

Acquisition of Mackinac Financial Corporation by Nicolet Bankshares, Inc. (4/12/21)

•

Acquisition of Heritage Southeast Bancorp by VyStar CU (3/31/21)

•

Acquisition of Premier Financial Bancorp, Inc. by Peoples Bancorp, Inc. (3/29/21)

•

Acquisition of Pacific Mercantile Bancorp by Banc of California, Inc. (3/22/21)

•

Acquisition of Severn Bancorp, Inc. by Shore Bancshares, Inc. (3/3/21)

•

Acquisition of Kentucky Bancshares, Inc. by Stock Yards Bancorp, Inc. (1/27/21)

•

Acquisition of Cummins-American Corp. by First Busey Corp. (1/19/21)

•

Acquisition of FNS Bancshares, Inc. by BancorpSouth Bank (1/13/21)

Raymond James examined valuation multiples of transaction value compared to the target companies’ (i) most recent quarter tangible common equity, or TCE, as shown by S&P Global Market Intelligence; (ii) premium to tangible common equity divided by core deposits (total deposits less time deposits greater than $100,000), or premium to core deposits; and (iii) last twelve months net income, or LTM net income, as shown by S&P Global Market Intelligence. Raymond James reviewed the 25^th percentile, mean, median and 75^th percentile relative valuation multiples of the selected regional and national transactions.

Regional Transactions:

Valley /
Westchester

Summary Transaction Multiples

25th Pctl.

Mean

Median

75th Pctl.

Deal Value / TCE

163%

134%

154%

151%

167%

Premium to Core Deposits

8.2%

4.6%

6.8%

7.5%

8.2%

Deal Value / LTM Net Income

17.2x

16.8x

17.9x

18.3x

20.1x

National Transactions:

Valley /
Westchester

Summary Transaction Multiples

25th Pctl.

Mean

Median

75th Pctl.

Deal Value / TCE

163%

140%

157%

153%

171%

Premium to Core Deposits

8.2%

6.7%

7.3%

7.4%

8.7%

Deal Value / LTM Net Income

17.2x

14.7x

18.0x

17.2x

19.4x

Furthermore, Raymond James applied the 25^th percentile, mean, median and 75^th percentile relative valuation multiples of the selected regional and national transactions to Westchester’s TCE, core deposits and LTM net income. Raymond James then compared those implied values to $3,081.84, the value attributed to the merger consideration per share for the purposes of Raymond James’ opinion. The results of the selected transactions analysis are summarized below:

Regional Transactions:


	Implied Common Share Consideration
	25th Pctl.		Mean		Median		75th Pctl.
Deal Value / TCE	$	2,560.89	$	2,922.66	$	2,867.52	$	3,146.17
Premium to Core Deposits	$	2,594.92	$	2,898.60	$	2,987.82	$	3,081.95
Deal Value / LTM Net Income	$	3,021.82	$	3,195.90	$	3,273.38	$	3,576.16

National Transactions:
	Implied Common Share Consideration
	25th Pctl.		Mean		Median		75th Pctl.
Deal Value / TCE	$	2,669.81	$	2,965.94	$	2,909.74	$	3,219.38
Premium to Core Deposits	$	2,880.38	$	2,967.13	$	2,970.08	$	3,148.46
Deal Value / LTM Net Income	$	2,665.28	$	3,212.31	$	3,078.52	$	3,446.40

Additional Considerations. The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to the significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of Westchester.

In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Westchester. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the Westchester board of directors (in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness, from a financial point of view, to the holders of Westchester common stock of the merger consideration in the merger pursuant to the merger agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the Westchester board of directors in making its determination to approve the merger. Neither Raymond James’ opinion nor the analyses described above should be viewed as determinative of the Westchester board of directors’ or Westchester management’s views with respect to Westchester, Valley or the merger. Raymond James provided advice to Westchester with respect to the proposed transaction. Raymond James did not, however, recommend any specific amount of consideration to the Westchester board of directors or that any specific consideration constituted the only appropriate consideration for the merger. Westchester placed no limits on the scope of the analysis performed, or opinion expressed, by Raymond James.

Raymond James’ opinion was based upon market, economic, financial and other circumstances and conditions existing and disclosed to it as of June 28, 2021, and any material change in such circumstances and conditions may affect the opinion of Raymond James, but Raymond James does not have any obligation to

update, revise or reaffirm that opinion. As the Westchester board of directors was aware, the credit, financial and stock markets had been experiencing unusual volatility and Raymond James expressed no opinion or view as to any potential effects of such volatility on the merger, Westchester, or Valley and Raymond James’ opinion did not purport to address potential developments in any such markets. As the Westchester board of directors was aware, there was significant uncertainty as to the potential direct and indirect business, financial, legal, economic and social implications and consequences of the spread of the coronavirus and associated illnesses and the actions and measures that countries, governments, regulatory agencies, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread of the coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and stock markets, or, collectively, the pandemic effects. Raymond James expressed no opinion or view as to the potential impact of the pandemic effects on its analysis, its opinion, the merger, Westchester or Valley. Raymond James relied upon and assumed, without independent verification, that, other than as had been disclosed to Raymond James, there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Westchester since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

For services rendered in connection with the delivery of its opinion, Westchester paid Raymond James a fee of $250,000 upon delivery of its opinion. Westchester will also pay Raymond James a customary fee for advisory services in connection with the merger equal to approximately $2.3 million (less the fee paid upon the delivery of the opinion), which is contingent upon the closing of the merger. Westchester also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of Westchester and Valley for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. In the two year period preceding the date of its opinion, Raymond James had provided certain services to Westchester, Valley or their respective subsidiaries, including: (i) Raymond James engaged in certain fixed income trading activity with TWB, for which it had earned income of less than $55,000 and (ii) Raymond James engaged in certain fixed income trading activity with VNB, for which it had earned income of less than $1,000,000. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to Westchester and/or Valley or other participants in the merger in the future, for which Raymond James may receive compensation.

Certain Unaudited Prospective Financial Information

Westchester does not, as a matter of course, publicly disclose forecasts or projections of its expected future financial performance, earnings or other results because of, among other things, the inherent difficulty of predicting financial performance for future periods and the inherent uncertainty of the underlying assumptions and estimates may not be realized. However, Westchester is including in this proxy statement/prospectus certain unaudited prospective financial information that was prepared by Westchester’s management and discussed with and used by Raymond James in connection with its financial analyses and opinion to the Westchester board of directors as described above under the section entitled “—Opinion of Westchester’s Financial Advisor.” The projections also were provided to the Westchester board of directors in its consideration of the merger.

The projections were prepared solely by Westchester’s management and were not prepared, provided to, reviewed or approved by Valley’s management or the Valley board of directors. The projections were not prepared by Westchester’s management with a view toward public disclosure and, accordingly, do not

necessarily comply with the prevailing practices in the banking industry, the published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. None of Westchester’s independent registered public accounting firm, any other independent registered public accounting firm, or Westchester’s financial advisors have compiled, examined, audited, or performed any procedures with respect to such projections, and have not expressed any opinion or any other form of assurance on this information or its achievability.

The projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions made solely by Westchester’s management in good faith that are inherently uncertain and many of which are beyond the control of Westchester’s management. Given that the projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the projections were based necessarily involve judgments made solely by Westchester’s management with respect to, among other things, future economic, market, competitive and regulatory conditions, all of which are difficult or impossible to predict and many of which are beyond Westchester’s control.

The projections also reflect assumptions made solely by Westchester’s management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for Westchester’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the projections were prepared. In addition, the projections do not take into account any circumstances, transactions or events occurring after the dates on which the projections were prepared. No assurance can be given that, had the projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would have been used. Accordingly, actual results may differ materially from those contained in the projections. There can be no assurance that the financial results in the projections will be realized, or that future actual financial results will not materially vary from those in the projections. For other factors that could cause actual results to differ, see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus.

The inclusion of a summary of the projections should not be regarded as an indication that Westchester or Valley or any of their respective affiliates, officers, directors, advisors or other representatives consider the projections to be predictive of actual future events, and the projections should not be relied upon as such. None of Westchester or Valley or any of their respective affiliates, officers, directors, advisors or other representatives gives any Westchester stockholder or any other person any assurance that actual results will not differ materially from the projections, and, except as otherwise required by law, Westchester, Valley and their respective affiliates undertake no obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the dates on which the projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the projections are shown to be in error. The projections do not take into account the possible financial and other effects on Westchester or Valley of the merger and do not attempt to predict or suggest future results of the combined company after giving effect to the merger. The projections do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect on Westchester or Valley of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the projections do not take into account the effect on Westchester or Valley of any possible failure of the merger to occur.

In light of the foregoing factors and the uncertainties inherent in the projections, Westchester stockholders are cautioned not to place undue, if any, reliance on such projections, and all Westchester stockholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of Valley’s and Westchester’s respective businesses as well as Valley’s most recent SEC filings for a description of Valley’s reported financial results. See the section entitled “Where You Can Find More Information.”

Summary of Westchester’s Management Projections

The following table presents a summary of the projections prepared solely by Westchester’s management, which has been included solely to give Westchester stockholders access to certain prospective financial information that was made available to the Westchester board of directors and used by Raymond James, and is not included in this proxy statement/prospectus to influence any decision of Westchester stockholders as to whether to vote to adopt the merger agreement or for any other purpose. The projections include certain internal financial projections for Westchester for the nine months ending December 31, 2021, as well as annual long-term earnings per share for the years ending December 31, 2022 through December 31, 2026 and estimated dividends per share for Westchester common stock for the years ending December 31, 2021 through December 31, 2026, as provided by Westchester’s senior management. The projections provided in this table have not been updated to reflect Westchester’s current views of its future financial performance, and should not be treated as guidance with respect to projected results for 2021 or any other period.


	Projections for the:
	Nine Months Ended December 31, 2021		Year Ended December 31, 2022		Year Ended December 31, 2023		Year Ended December 31, 2024		Year Ended December 31, 2025		Year Ended December 31, 2026
Assets	$	1,329,811	$	1,308,219	$	1,391,584	$	1,481,543	$	1,547,297		1,632,658
Net Income	$	15,767	$	17,159	$	17,490	$	19,359	$	20,333		21,351
Earnings Per Share	$	237.33	$	258.28	$	263.27	$	291.40	$	306.07		321.39
Tangible Book Value Per Share	$	2,233,81	$	2,496.13	$	2,763.53	$	3,059.49	$	3,370.35		3,696.77
Dividends per Share	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00		0.00

The projections were used to derive projected net income based on assumptions provided by Westchester’s management, including asset and net income from Westchester’s management in 2021 with (2.0)% asset annual growth in 2022, 6.0% asset annual growth in 2023 and 2024, 4.0% asset annual growth in 2025 and 6.0% asset annual growth in 2026. This information was not prepared with a view toward public disclosure, and actual results may differ materially from these projected amounts.

Valley’s Reasons for the Merger

After careful consideration, at a meeting held on June 28, 2021, the Valley board of directors determined that the merger agreement, including the merger and the other transactions contemplated thereby, is in the best interests of Valley and its shareholders and approved the merger agreement and the transactions contemplated thereby.

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Valley board of directors evaluated the merger agreement and the merger in consultation with Valley’s management, as well as Valley’s financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors, which are not presented in order of priority:

•

each of Valley’s, Westchester’s and the combined company’s business, operations, financial condition, asset quality, earnings and prospects;

•

the fact that Westchester’s business and operations complement those of Valley and that the merger would result in a combined company with a diversified revenue stream, a well-balanced portfolio and an attractive funding base;

•

its existing knowledge of Westchester’s business and its review and discussions with Valley’s management concerning the additional due diligence examination of Westchester conducted in connection with the merger;

•

its belief that the merger is likely to provide substantial value to Valley shareholders;

•

the perceived complementary nature of the cultures of the two companies and Valley’s familiarity with Westchester’s business and market, which Valley’s management believes should facilitate integration and implementation of the merger;

•

the complementary branch networks and commercial lending organization of Valley and Westchester;

•

Westchester’s market position within the Westchester County, New York banking market;

•

its understanding of the current and prospective environment in which Valley and Westchester operate, including national, regional and local economic conditions, the competitive environment for financial institutions generally and the likely effect of these factors on Valley both with and without the merger;

•

the market for alternative merger or acquisition transactions in the financial services industry and the likelihood and timing of other material strategic transactions;

•

the terms of the merger agreement, including the merger consideration, expected tax treatment, deal protection and termination fee provisions, which the Valley board of directors reviewed with Valley’s management and Valley’s financial and legal advisors;

•

Valley’s successful operating and acquisition track record, specifically Valley’s history of efficiently closing and integrating acquisitions;

•

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Westchester’s business, operations and workforce with those of Valley; and

•

The foregoing discussion of the information and factors considered by the Valley board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Valley board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Valley board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Valley board of directors considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination to approve the merger agreement and the transactions contemplated thereby, including the merger.

This explanation of the Valley board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Management and Board of Directors of Valley After the Merger

Pursuant to the merger agreement, the directors and officers of Valley immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the Valley bylaws. Information about the current members of the Valley board of directors and executive officers can be found in the documents listed under the section entitled “Where You Can Find More Information.”

Interests of Westchester’s Directors and Executive Officers in the Merger

In considering the recommendation of the Westchester board of directors that Westchester stockholders vote “FOR” the merger proposal, Westchester stockholders should be aware that some of Westchester’s executive officers and directors have interests in the merger, which may be considered to be different from, or in addition to, the interests of the Westchester stockholders generally. These interests are described below. The Westchester board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that Westchester stockholders vote “FOR” the merger proposal.

Westchester Stock Options

Under the terms of the merger agreement, at the effective time, holders of unexercised Westchester stock options, including Westchester’s directors and executive officers, will be entitled to receive, for cancellation of their unexercised Westchester stock options, an amount in cash determined by multiplying (i) the number of shares of Westchester common stock into which such holder’s Westchester stock options are convertible and (ii) the excess, if any, of (A) the product of the Valley average closing price multiplied by the exchange ratio, over (B) the exercise price per share provided for in such Westchester stock option, rounded down to the nearest cent. The following table sets forth the number and value of all outstanding and unexercised Westchester stock options held by each of Westchester’s directors and executive officers, based on outstanding awards under Westchester’s equity plans as of July 31, 2021:


	Number of Shares Underlying Stock Options						Estimated Dollar Value of Stock Options ⁽¹⁾
Name	Unvested		Vested		Total		Unvested	Vested	Total
Thomas W. Smith		182		351		533
Katherine A. Dering		182		216		398
Howard B. Arden		182		—		182
Staffard Garson		182		—		182
John F. Holzinger, Jr.		182		138		320
Kevin J. Keane		182		138		320
Carl E. Petrillo		182		—		182
Eugene S. Reisman		182		188		370
Christopher M. Spring		182		—		182
Jonathan N. Wiener		182		—		182
John M. Tolomer		225		678		903
Kenneth D. Walter		442		58		500
Eric J. Wiggins		241		194		435

All directors and executive officers as a group (13 persons)		2,728		1,961		4,689

(1)

Based on closing sale price of $[●] per share of Valley common stock on [●], 2021 and assuming an exchange ratio of 229.645, which is calculated as $[●]. The estimated dollar value is calculated by multiplying (A) the number of stock options with exercise prices below $[●] and (B) the difference between $[●] and the exercise prices of such stock options.

Existing Westchester Employment Agreements with Kenneth D. Walter and Eric J. Wiggins

Westchester and TWB have entered into a one-year employment agreement with each of Kenneth D. Walter, to serve as Senior Vice President and Chief Financial Officer, and Eric J. Wiggins, to serve as Senior Vice President and Chief Credit Officer. The employment agreements provide for automatic one-year extensions on each anniversary of the agreement unless written notice of non-renewal is provided by either party at least 90

days prior to the anniversary, in which event the agreement will not be extended. The employment agreements provide for an annual salary of $235,000 for Mr. Walter and $230,000 for Mr. Wiggins for 2021, discretionary performance bonuses, the grant of Westchester stock options, a monthly car allowance, and other customary employment benefits commensurate with these executive positions. In the event that the executive’s employment is terminated for any reason other than “cause,” or if the executive resigns for “good reason” as defined in the employment agreements, Westchester will be required to pay him (i) payment of base salary for 12 months following termination, (ii) up to one year of continued health coverage or, if such coverage is not permitted, a monthly cash payment in the amount of the coverage, (iii) any bonuses awarded but unpaid as of the date of termination, (iv) a lump sum equal to the average of the sum of discretionary bonuses for the prior two years, pro-rated for the number of days worked in the year prior to termination and (v) payment for accrued but unused vacation days. In the case of death, a pro-rated bonus based on the prior two years discretionary bonus payments will be made to the executive’s estate. No payments will be made on termination for “cause” or disability, or resignation without “good reason.” If there is a change in control as defined in the employment agreement, and the executive’s employment is terminated without “cause” or the executive resigns for “good reason” within 12 months, if he provides the required release, in lieu of the salary continuation described above in clause (i), Westchester will be required to make a payment of up to 1.99 times the sum of the executive’s base salary plus the average of the sum of all incentive payments and all discretionary bonuses paid to the executive within the prior two years, and the continued health care coverage will be for up to two years.

Under the employment agreements, payments and benefits under the employment agreements and other arrangements will be limited so that they do not exceed the amount deductible under section 280G of the Code. The employment agreements also include customary non-compete and non-solicitation provisions.

Existing Westchester Employment Agreement with John M. Tolomer

Westchester and TWB have entered into employment agreements with John M. Tolomer, which contain change in control and severance provisions. In the event that Mr. Tolomer’s employment is terminated for any reason other than “cause,” or if the executive resigns for “good reason” as defined in the employment agreements, Westchester will be required to pay him (i) any bonuses awarded but unpaid as of the date of termination, (ii) a lump sum equal to the average of the sum of discretionary bonuses for the prior two years, pro-rated for the number of days worked in the year prior to termination, (iii) payment for accrued but unused vacation days, (iv) payment of base salary for 12 months following termination, (v) one month of Mr. Tolomer’s base salary multiplied by the number of years that he was employed by Westchester or TWB in excess of 12 years; (vi) up to one year of continued health coverage or, if such coverage is not permitted, a monthly cash payment in the amount of the coverage, and (vii) continued country club membership, cell phone reimbursement and a car allowance for up to one year. In the case of death, a pro-rated bonus based on the prior two years discretionary bonus payments will be made to the executive’s estate. No payments will be made on termination for “cause” or disability, or resignation without “good reason.” If there is a change in control as defined in the employment agreement, and the executive’s employment is terminated without “cause” or the executive resigns for “good reason” within 12 months, in lieu of the salary continuation described above in clause (i), Westchester will be required to make a payment of up to 2.99 times the sum of the executive’s base salary plus the average of the sum of all incentive payments and all discretionary bonuses paid to the executive within the prior two years, and the continued health care coverage will be for up to two years.

Valley Employment Agreement with John M. Tolomer

Valley has entered into an employment agreement with John M. Tolomer, which will be effective, and is conditioned, upon the closing of the merger and will replace his existing employment agreement with Westchester and TWB. The employment agreement has a two-year term and may be extended by mutual agreement of the parties. Pursuant to the employment agreement, during the employment term, Mr. Tolomer will serve as the Market President of VNB for which he will receive an annual base salary of $550,000 and be eligible to receive a target annual cash bonus equal to 45% of his base salary. The employment agreement also provides for the annual cost of Mr. Tolomer’s country club membership and a car allowance of $1,200 per month.

The employment agreement includes restrictive covenants, including non-compete and non-solicitation provisions continuing for two years following Mr. Tolomer’s last day of employment with Valley. As additional consideration for agreeing to such restrictive covenants, Valley will pay Mr. Tolomer a lump sum cash payment equal to $605,000 within thirty days following the closing of the merger.

Pursuant to the employment agreement, if Mr. Tolomer’s employment is terminated without “cause” or for “good reason,” as defined in the employment agreement, he will be entitled to receive, subject to his timely execution of a release: (i) continued base salary payments until the later of 12 months from the termination date and the second anniversary of the closing of the merger, and (ii) an additional payment not to exceed the lesser of Mr. Tolomer’s target annual bonus through the date specified in clause (i) and the minimum amount necessary to ensure that Mr. Tolomer’s total compensation under the employment agreement (inclusive of base salary, annual bonus and the additional payment for his restrictive covenants) is at least $2,200,000.

The employment agreement further provides that an additional cash payment will be made to Mr. Tolomer, immediately prior to or within 10 days following the closing of the merger, equal to the amount of the cash components of the severance pay to which Mr. Tolomer would have been entitled in the event of a severance-eligible termination on the date of the closing of the merger pursuant to his existing employment agreements with Westchester and TWB, subject to such agreement’s non-duplication provisions and provisions requiring the reduction of payments subject to Section 280G of the Code, and conditioned upon Mr. Tolomer’s execution of a settlement agreement.

Other Employee Benefits

Before or following consummation of the merger, Valley will decide whether to continue each benefit plan of Westchester and TWB for the benefit of employees of Westchester and TWB or have such employees become covered under a Valley plan. Subject to the foregoing, following consummation of the merger, Valley will make available to all officers and employees of Westchester who become employees of VNB coverage under the benefit plans generally available to VNB’s officers and employees. No prior existing condition limitation not currently imposed by Westchester or TWB medical or dental plans will be imposed on employees of Westchester or TWB under Valley’s or VNB’s medical or dental plans. Employees of Westchester or TWB will receive credit for any deductibles paid under Westchester or TWB medical or dental plans. Westchester employees will be given credit for eligibility and vesting purposes (but not for benefit accrual purposes) under VNB’s medical, life, vacation, sick leave, disability and other welfare plans for prior service with Westchester. Westchester employees will be granted credit for prior service with Westchester solely for purposes of eligibility and vesting under Valley’s 401(k) plan.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the merger agreement, Valley agreed, to the fullest extent permitted under the Westchester charter and Westchester bylaws, to indemnify, defend and hold harmless each current and previous director and officer of Westchester and its subsidiaries for a period of six years from the effective time against any and all liabilities by reason of the fact that he or she is or was a director or officer of Westchester or its subsidiaries, acted as a director or officer of a third party at the request of Westchester or its subsidiaries or acted as a benefits plan fiduciary, in connection with, arising out of or relating to any threatened, pending or completed claim, including any claim which is based upon, arises out of or in any way relates to the merger, the merger agreement or any of the transactions contemplated thereby.

Valley further agreed to cover Westchester’s and TWB’s officers and directors for a period of six years after the effective time, at Valley’s option, under (i) Valley’s existing officers’ and directors’ liability insurance policy (providing substantially similar coverage to Westchester’s and TWB’s officers and directors as such officers and directors had under Westchester’s existing policy), or (ii) an extension of Westchester’s existing officers’ and directors’ liability insurance policy. However, Valley is only required to insure such persons upon terms and for

coverages substantially similar to Westchester’s existing officers’ and directors’ liability insurance and to obtain such coverage at an aggregate cost not to exceed 300% of the annual premium currently paid by Westchester for such coverage.

Regulatory Approvals Required for the Merger

The completion of the merger and bank merger is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approval from, among others, the Federal Reserve, the OCC and the NYSDFS.

Subject to the terms of the merger agreement, Valley and Westchester have agreed to cooperate with each other and use reasonable best efforts to prepare all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain all permits and consents of all regulatory authorities and third parties that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the merger. Valley and Westchester have filed all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The merger is subject to prior approval by the Federal Reserve pursuant to the BHC Act or a waiver of the requirement to apply for such prior approval. Valley submitted such a request for a waiver of prior Federal Reserve approval of the merger on August 5, 2021.

Completion of the bank merger is subject to prior approval by the OCC pursuant to the Bank Merger Act. VNB submitted a Bank Merger Act application for prior OCC approval on July 15, 2021. VNB also provided a copy of the Bank Merger Act application to the NYSDFS pursuant to the New York Banking Law.

Additionally, Valley submitted an application to the NSYDFS for approval to acquire control of TWB pursuant to the New York Banking Law on July 26, 2021.

Although neither Valley nor Westchester knows of any reason why the parties cannot obtain regulatory approvals required to consummate the merger in a timely manner, Valley and Westchester cannot be certain of when or if such approvals will be obtained.

The U.S. Department of Justice, or the DOJ, has between 15 and 30 days following approval of the merger by the Federal Reserve or approval of the bank merger by the OCC to challenge the approval on antitrust grounds. While Valley and Westchester do not know of any basis on which the DOJ would challenge regulatory approval by the Federal Reserve or OCC and believe that the likelihood of such action is remote, there can be no assurance that the DOJ will not initiate such a proceeding, or if such a proceeding is initiated, as to the result of any such challenge.

Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.

The approval of any notice or application merely implies satisfaction of regulatory criteria for approval, and does not include review of the merger or bank merger from the standpoint of the adequacy of the consideration to be received by, or fairness to, shareholders. Regulatory approval does not constitute an endorsement or recommendation of the merger or bank merger.

Valley and Westchester are not aware of any material regulatory approvals or actions that are required prior to the completion of the merger or bank merger other than those described in this proxy statement/prospectus. If any additional regulatory approvals or actions are required other than those described in this proxy statement/prospectus, Valley and Westchester presently intend to seek those approvals or actions. However, Valley and Westchester cannot assure you that any of these additional approvals or actions will be obtained.

Accounting Treatment

The merger will be accounted for as an acquisition by Valley using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The result of this is that (i) the recorded assets and liabilities of Valley will be carried forward at their recorded amounts, (ii) Valley historical operating results will be unchanged for the prior periods being reported on, and (iii) the assets and liabilities of Westchester will be adjusted to fair value at the date Valley assumes control of the combined entity. In addition, all identifiable intangibles will be recorded at fair value and included as part of the net assets acquired. The amount by which the purchase price, consisting of the value of shares of Valley common stock to be issued to former Westchester stockholders, exceeds the fair value of the net assets including identifiable intangibles of Westchester at the merger date will be reported as goodwill. In accordance with current accounting guidance, goodwill is not amortized and will be evaluated for impairment at least annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of accounting results in the operating results of Westchester being included in the operating results of Valley from the closing date going forward.

Public Trading Market

Appraisal Rights

Introductory Information

General. Appraisal rights with respect to Westchester common stock are governed by the DGCL. Westchester stockholders have the right to demand appraisal and obtain payment of the “fair value” of their shares in cash (as specified in the statute) in the event the merger is consummated. Strict compliance with the appraisal procedures is required to exercise and perfect appraisal rights under the DGCL. Subject to the terms of the merger agreement, the Westchester board of directors could elect to terminate the Westchester merger agreement even if it is adopted by Westchester stockholders, thus cancelling appraisal rights.

Westchester urges any Westchester stockholder who contemplates exercising his or her right to demand appraisal to read carefully the provisions of Section 262 of the DGCL, which is attached to this proxy statement/prospectus as Annex D. A more detailed discussion of the provisions of the statute is included below. The discussion describes the steps that each Westchester stockholder must take to exercise his or her right to appraisal. Each Westchester stockholder who wishes to demand appraisal should read both the summary and the full text of the law. Westchester cannot give any Westchester stockholder legal advice. To completely understand this law, each Westchester stockholder may want, and Westchester encourages any Westchester stockholder seeking to demand appraisal, to consult with his or her legal advisor. Any Westchester stockholder who wishes to demand appraisal should not send in a signed proxy unless he or she marks his or her proxy to vote against the Westchester merger or such stockholder will lose the right demand appraisal.

Address for Notices. Send or deliver any written notice or demand concerning any Westchester stockholder’s exercise of his or her appraisal rights to The Westchester Bank Holding Company, 12 Water Street, White Plains, New York 10601, Attention: Kenneth Walter, Secretary.

Act Carefully. Westchester urges any Westchester stockholder who wishes to demand appraisal to act carefully. Westchester cannot and does not accept the risk of late or undelivered notices or demands. A Westchester stockholder demanding appraisal may call Kenneth Walter, Secretary, at (914) 368-9919, to receive confirmation that his or her notices or demands have been received. If his or her notices or demands are not timely received by Westchester, then such stockholder will not be entitled to exercise his or her appraisal rights. Westchester stockholders bear the risk of non-delivery and of untimely delivery.

ANY WESTCHESTER STOCKHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS OR HER RIGHT TO DO SO SHOULD REVIEW ANNEX D CAREFULLY AND CONSULT HIS OR HER LEGAL ADVISOR. FAILURE TO TIMELY AND PROPERLY COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS. INVESTMENT BANKER OPINIONS AS TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE CONSIDERATION PAYABLE IN A TRANSACTION SUCH AS THE MERGER ARE NOT OPINIONS AS, AND DO NOT ADDRESS IN ANY RESPECT, FAIR VALUE UNDER THE DGCL.

Summary of Section 262 of the DGCL—Appraisal Rights

Under Section 262 of the DGCL, Westchester stockholders who do not vote in favor of the merger proposal and who follow the procedures summarized below will have the right to, upon surrender of their certificate (if any) representing said shares, obtain an appraisal for, and payment in cash of the fair value of, their shares of Westchester common stock, as of the day prior to the date of the Westchester special meeting, in the event of the consummation of the merger. However, it is a condition to Valley’s obligations under the merger agreement that not more than five percent of outstanding Westchester common stock as of the effective time demand, properly and in writing, appraisal for such shares of Westchester common stock. No Westchester stockholder demanding appraisal will be entitled to vote his or her shares of Westchester common stock for any purpose or to receive payment of dividends or other distributions on the Westchester common stock, including the merger consideration (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective time), unless and until the holder fails to perfect or effectively withdraws or loses his or her right to demand appraisal. If you are contemplating exercising your appraisal rights, we urge you to read carefully the provisions of Section 262 of the DGCL, which are attached to this proxy statement/prospectus as Annex D, and consult with your legal counsel before exercising or attempting to exercise these rights.

A Westchester stockholder may properly demand appraisal only by complying with all of the following requirements:

(1)

The Westchester stockholder must own Westchester common stock as of the Westchester record date and continuously hold such shares of Westchester common stock from the date of making the demand through the effective time;

(2)

The Westchester stockholder must deliver to Westchester prior to or at the Westchester special meeting a written demand for appraisal. The written demand should be delivered or mailed in time to arrive before the vote is taken on the merger proposal at the Westchester special meeting to The Westchester Bank Holding Company, 12 Water Street, White Plains, New York 10601, Attention: Kenneth D. Walter. The written demand must be made in addition to, and separate from, any proxy or other vote against adoption of the merger proposal. Neither a vote against, a failure to vote for nor an abstention from voting will satisfy the requirement that a written demand be delivered to Westchester before the vote on the merger proposal is taken. Unless a Westchester stockholder files the written demand as provided above, he or she will not have any appraisal rights.

(3)

The Westchester stockholder must not vote in favor of adoption of the merger proposal. The return of a signed proxy that does not specify a vote against the merger proposal or a direction to abstain will constitute a waiver of the stockholder’s right to demand appraisal.

(4)

The Westchester stockholder must otherwise comply with the requirements of Section 262 of the DGCL.

A beneficial owner of shares of Westchester common stock who is not the record owner may not assert appraisal rights. Beneficial owners who are not record owners and who intend to exercise appraisal rights should consult with the record owner to determine the appropriate procedures for having the record holder make a demand for appraisal with respect to the beneficial owner’s shares.

Within 10 days after the completion of the merger, Valley as the surviving corporation must give notice of the date that the merger became effective to each Westchester stockholder who has properly filed a written demand for appraisal, who did not vote in favor of the proposal to adopt the merger agreement and who has otherwise complied with Section 262. Within 120 days after the effective time, but not thereafter, either Valley as the surviving corporation or any Westchester stockholder who has timely and properly demanded appraisal of such stockholder’s shares and who has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights, or any beneficial owner for which a demand for appraisal has been properly made by the record holder, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on Valley in the case of a petition filed by a Westchester stockholder, demanding a determination of the fair value of the shares of all Westchester stockholders who have properly demanded appraisal. There is no present intent on the part of Valley as the surviving corporation to file an appraisal petition, and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that Valley as the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after completion of the merger, any Westchester stockholder who has complied with the applicable provisions of Section 262 of the DGCL will be entitled, upon request, to receive from Valley as the surviving corporation a statement setting forth the aggregate number of shares of Westchester common stock not voting in favor of the merger and with respect to which demands for appraisal were received by Valley as the surviving corporation and the number of holders of such shares. A person who is the beneficial owner of shares held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from Valley as the surviving corporation for the statement described in the previous sentence. Such statement must be mailed within 10 days after the written request therefor has been received by Valley as the surviving corporation.

If a petition for appraisal is duly filed by a Westchester stockholder and a copy of the petition is delivered to Valley as the surviving corporation, then Valley as the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Westchester stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares of Westchester common stock have not been reached. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those Westchester stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the Westchester stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the appraisal proceeding will be conducted, as to the shares of Westchester common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.

After a hearing on such petition, the Delaware Court of Chancery will determine which Westchester stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the date the merger is completed through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the date the merger is completed and the date of payment of the judgment. Notwithstanding the foregoing, at any time before the entry of judgment in the proceedings, Valley as

the surviving corporation may pay to each Westchester stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such Westchester stockholder), in which case interest will accrue after such payment only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (ii) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount determined to be fair value, to the stockholders entitled to receive the same upon the surrender by such holders of the certificates representing their shares, if any, or, immediately in the case of any uncertificated shares. The parties have made no determination as to whether such a payment will be made if the merger is completed, and Valley reserves the right to make such a payment upon the completion of the merger.

In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Westchester stockholders considering seeking appraisal should bear in mind that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as, or less than the merger consideration they are entitled to receive pursuant to the merger agreement if they do not seek appraisal of their shares, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262 of the DGCL. Each of Valley and Westchester reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the fair value of a share of Westchester common stock is less than the merger consideration.

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. The Delaware Court of Chancery may order that all or a portion of the expenses incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses.

At any time within 60 days after the effective time, any Westchester stockholder who has demanded appraisal and who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such Westchester stockholder’s demand for appraisal and to accept the merger consideration. After this period, the Westchester stockholder may withdraw such Westchester stockholder’s demand for appraisal only with the written approval of Valley as the surviving corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time, Westchester stockholders’ rights to appraisal will cease and all Westchester stockholders will be entitled only to receive the merger consideration as provided for in the merger agreement. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery

deems just. However, the preceding sentence will not affect the right of any Westchester stockholder who has not commenced an appraisal proceeding or joined the proceeding as a named party to withdraw such Westchester stockholder’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time.

The right of a stockholder demanding appraisal rights to be paid the fair value for his or her shares will cease if the stockholder fails to comply with the procedures of Section 262 of the DGCL or if the merger agreement is terminated for any reason.

THE PRECEDING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE TEXT OF THE APPRAISAL PROVISIONS OF SECTION 262 OF THE DGCL. A COPY OF THAT STATUTE IS ATTACHED HERETO AS ANNEX D AND IS INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND THE APPLICABLE PROVISIONS OF THE DGCL, THE DGCL WILL CONTROL.

THE MERGER AGREEMENT

The following describes certain material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Merger

The Merger Consideration

At the effective time, each share of Westchester common stock that is issued and outstanding immediately prior to the effective time (except for shares of Westchester common stock held directly or indirectly by Westchester or Valley and any shares of which appraisal has been demanded) will be converted, without any action by the Westchester stockholders, into the right to receive the merger consideration, composed of 229.645 shares of Valley common stock. Valley will issue aggregate merger consideration of approximately 17.4 million shares of Valley common stock to the Westchester stockholders upon completion of the merger, based on the assumptions that 75,897 shares of Westchester common stock are issued and outstanding immediately prior to the effective time and that all Westchester stock options outstanding on the date hereof are exercised.

Fractional Shares

Valley will not issue any fractional shares of Valley common stock in the merger. Instead, a Westchester stockholder who would otherwise be entitled to a fractional interest of Valley common stock will receive an amount in cash, rounded down to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded down to the nearest thousandth when expressed in decimal form) of Valley common stock that such holder would otherwise be entitled to receive by (ii) the Valley average closing price.

Treatment of Westchester Stock Options

At the effective time, holders of unexercised Westchester stock options will be entitled to receive, for cancellation of their unexercised Westchester stock options, an amount in cash determined by multiplying (i) the number of shares of Westchester common stock into which such holder’s Westchester stock options are convertible and (ii) the excess, if any, of (A) the product of the Valley average closing price multiplied by the exchange ratio, over (B) the exercise price per share provided for in such Westchester stock option, rounded down to the nearest cent.

Surviving Corporation Governing Documents, Directors and Officers

The Valley charter and Valley bylaws in effect immediately prior to the effective time will not be amended by the merger and will be the certificate of incorporation and bylaws of the surviving corporation until otherwise amended or repealed in accordance with their terms and applicable law.

The directors and officers of Valley as of the effective time will continue to serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the Valley bylaws.

Closing and Effective Time

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and are either satisfied or waived (subject to applicable law). Please see the section entitled “—Conditions to Consummation of the Merger” below.

The merger will become effective as of the date and time specified in the certificates of merger as duly filed with the Secretary of State of the State of Delaware and the Department of Treasury of the State of New Jersey.

In the merger agreement, we have agreed to cause the effective time to occur on the last day of the month which is three business days following the last to occur of the receipt of all necessary regulatory and governmental approvals and consents, the expiration of all statutory waiting periods with respect to such approvals and consents and the satisfaction or waiver of all of the conditions specified in the merger agreement, with the exact date determined by the mutual agreement of Valley and Westchester. It currently is anticipated that the effective time will occur in the fourth quarter of 2021, subject to the receipt of regulatory approvals and waivers and other customary closing conditions, but we cannot guarantee when or if the merger will be completed.

As described below, if the merger is not completed by April 30, 2022, either Valley or Westchester may choose to terminate the merger agreement at any time after such date if the failure of the effective time to occur on or before such date is not caused by any material breach of a representation, warranty covenant or agreement of such party contained in the merger agreement.

Conversion of Shares; Exchange Procedures

The conversion of Westchester common stock into the right to receive the merger consideration will occur automatically at the effective time.

Exchange Agent

Immediately prior to the effective time, Valley will deposit with American Stock Transfer and Trust Company, or the exchange agent, (i) certificates or other electronic evidence of Valley common stock representing the shares to be issued to Westchester stockholders as part of the merger consideration and (ii) the cash to be paid in lieu of fractional shares of Valley common stock.

Exchange Procedures

Not later than five business days after the effective time, Valley will cause the exchange agent to mail to each holder of record of Westchester common stock (other than holders of shares of which appraisal has been properly demanded) as of the effective time a letter of transmittal and instructions for use in effecting the surrender of the Westchester stockholders’ stock certificates in exchange for the merger consideration. Once the Westchester stockholders surrender such certificates for exchange and cancellation to the exchange agent, along with the completed letter of transmittal and any other required documents, the Westchester stockholders will be entitled to receive the merger consideration.

Withholding

Valley, the surviving corporation or the exchange agent, as applicable, will be entitled to deduct and withhold from the cash to be paid in lieu of fractional shares, cash dividends or distributions, and any other cash amounts otherwise payable pursuant to the merger agreement to any person such amounts or property (or portions thereof) as it is required to deduct and withhold under the Code, and the rules and regulations promulgated thereunder, or any provision of applicable tax law. Any amounts so deducted or withheld and paid over to the appropriate regulatory authority will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Dividends and Distributions

Westchester stockholders will be deemed Valley shareholders for all purposes from the effective time (including for the purposes of dividends or other distributions declared with a record date after the effective time), except that Valley will withhold the payment of dividends or other distributions from any Westchester stockholder until such Westchester stockholder effects the exchange of its Westchester stock certificates for Valley common stock pursuant to the merger agreement. Such former Westchester stockholder will receive such withheld dividends or other distributions, without interest, upon the surrender of any such certificate or an affidavit of loss and indemnity agreement and required bond, as applicable.

Representations and Warranties

The merger agreement contains representations and warranties made, on the one hand, by Westchester to Valley and, on the other hand, by Valley to Westchester, which were made only for purposes of the merger agreement and as of specific dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the merger agreement, and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of Valley, Westchester or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Valley’s public disclosures. The representations and warranties contained in the merger agreement do not survive the effective time. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or conditions of Valley or Westchester or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus and the other information contained in the reports, statements and filings that Valley publicly files with the SEC. For more information regarding these documents, please see the section entitled “Where You Can Find More Information.”

In the merger agreement, Westchester has made customary representations and warranties to Valley with respect to, among other things:

•

the due organization, valid existence, good standing and power and authority of Westchester and TWB;

•

the capitalization of Westchester and TWB, including in particular the number of shares of Westchester common stock issued and outstanding;

•

Westchester’s authority to enter into the merger agreement and to complete the transactions contemplated thereby (subject to the requisite regulatory approvals and the Westchester stockholder approval) and the enforceability of the merger agreement against Westchester in accordance with its terms;

•

the absence of conflicts with or breaches of Westchester’s or its subsidiaries’ governing instruments, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the transactions contemplated by the merger agreement;

•

Westchester’s financial statements and books and records;

•

financial advisor fees and other related fees payable by Westchester;

•

the absence of certain changes or events;

•

legal proceedings;

•

tax and tax returns;

•

matters relating to Westchester’s employees and employee benefit plans;

•

reports filed with regulatory authorities by Westchester;

•

Westchester’s compliance with laws, consents, orders and permits;

•

matters with respect to certain of Westchester’s contracts;

•

Westchester’s ownership of certain assets;

•

matters relating to Westchester’s properties and insurance;

•

Westchester’s minute books;

•

environmental matters;

•

Westchester’s reserves and allowance for loan and lease losses;

•

the absence of excess parachute payments payable to Westchester’s current and former officers, directors, employees and agents;

•

agreements with bank regulators;

•

transactions with Westchester’s affiliates and insiders;

•

Westchester’s reports and internal and disclosure controls;

•

certain loan matters;

•

intellectual property and privacy matters;

•

the inapplicability of state anti-takeover statutes the merger;

•

indemnification of Westchester’s directors, officers, employees or other persons;

•

the lack of action by Westchester that is reasonably likely to prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, or materially impede or delay receipt of any of the requisite regulatory approvals;

•

matters related to Westchester’s investment securities, borrowings and deposits;

•

Westchester’s compliance with anti-money laundering laws;

•

the absence of sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control on Westchester;

•

neither Westchester nor any subsidiary being required to register with the SEC as an investment adviser or broker-dealer, or conducting insurance operations; and

•

the accuracy of the information supplied by Westchester in this proxy statement/prospectus.

In the merger agreement, Valley made customary representations and warranties to Westchester with respect to, among other things:

•

the due organization, valid existence, good standing and power and authority of Valley and VNB;

•

the capitalization of Valley and VNB, including in particular the number of shares of Valley common stock issued and outstanding;

•

Valley’s authority to enter into the merger agreement and to complete the transactions contemplated thereby (subject to the requisite regulatory approvals) and the enforceability of the merger agreement against Valley in accordance with its terms;

•

the absence of conflicts with or breaches of Valley’s or its subsidiaries’ governing instruments, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the transactions contemplated by the merger agreement;

•

Valley’s financial statements and books and records;

•

the absence of undisclosed brokerage fees payable by Valley;

•

the absence of certain changes or events;

•

the validity of the Valley common stock to be issued pursuant to the merger agreement;

•

legal proceedings;

•

tax and tax returns;

•

matters relating to Valley’s employees and employee benefit plans;

•

Valley’s compliance with laws, consents, orders and permits;

•

agreements with bank regulators;

•

reserves and allowance for loan and lease losses;

•

the lack of action by Valley that is reasonably likely to prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, or materially impede or delay receipt of any of the requisite regulatory approvals;

•

matters related to Valley’s SEC documents, other reports, and internal and disclosure controls;

•

the filing of required reports with the OCC by VNB and with the Federal Reserve by Valley;

•

the absence of questionable payments and compliance with the Foreign Corrupt Practices Act of 1977;

•

Valley’s compliance with anti-money laundering laws;

•

the absence of sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control on Valley;

•

environmental matters;

•

matters related to investment securities, borrowings and deposits; and

•

the accuracy of the information supplied by Valley in this proxy statement/prospectus.

The representations and warranties in the merger agreement do not survive the effective time and, as described below under the section entitled “—Effect of Termination,” if the merger agreement is validly terminated, the merger agreement will become void and have no effect (except with respect to designated provisions of the merger agreement, including, but not limited to, those relating to payment of fees and expenses, the confidential treatment of information and public announcements by each party), unless a party breached the merger agreement.

Many of the representations and warranties in the merger agreement made by Westchester and Valley are qualified by a materiality or material adverse effect standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect).

Under the merger agreement, a “material adverse effect” is defined, with respect to Westchester or Valley, as any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate

together with all other facts, circumstances, events, changes, effects, developments or occurrences, directly or indirectly, (i) has had or would reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, assets, liabilities or business of such party and its subsidiaries taken as a whole or (ii) prevents or materially impairs or would be reasonably likely to prevent or materially impair the ability of such party and its subsidiaries to consummate the transactions contemplated by the merger agreement; provided, that a material adverse effect will not be deemed to include effects to the extent resulting from the following (except, with respect to (A)–(D), (G) and (H) below, to the extent that the effect of such change disproportionately affects such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate):

•

(A) changes after the date of the merger agreement in GAAP or regulatory accounting requirements;

•

(B) changes after the date of the merger agreement in laws and regulations, including interpretations thereof by courts or governmental agencies, of general applicability to companies in the financial services industry;

•

(C) changes after the date of the merger agreement in global, national or regional political conditions or general economic or market conditions in the United States (and with respect to each of Westchester and Valley, in the respective markets in which they operate), including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets affecting other companies in the financial services industry;

•

(D) after the date of the merger agreement, general changes in the credit markets or general downgrades in the credit markets;

•

(E) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including any underlying causes thereof unless separately excluded under the merger agreement, or changes in the trading price of a party’s common stock, in and of itself, but not including any underlying causes unless separately excluded under the merger agreement;

•

(F) the public disclosure of the merger agreement and the impact thereof on relationships with customers or employees;

•

(G) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism;

•

(H) changes, after the date of the merger agreement, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any epidemic, pandemic or outbreak of any disease or other public health event (including any outbreaks, epidemics or pandemics relating to COVID-19, or any evolutions or mutations thereof, or the pandemic), and the implementation of any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or other laws or directives, guidelines or recommendations promulgated by any regulatory authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the pandemic), or pandemic measures, in the jurisdictions in which Valley or Westchester operate; or

•

(I) actions or omissions taken with the prior written consent of the other party or expressly required by the merger agreement.

Covenants and Agreements

Conduct of Business Prior to the Effective Time

During the period from the date of the merger agreement to the effective time, Westchester and Valley have mutually agreed on their own behalf and on the behalf of their significant subsidiaries to conduct their respective business and engage in certain permitted transactions only in the substantially the same manner as such business was operated on the date of the merger agreement, including operations in conformance and consistent with

practices and procedures prior to such date, taking into account the commercially reasonable action or inaction by such party and its subsidiaries in response to the pandemic to comply with the pandemic measures, or the ordinary course. Westchester and Valley also agreed to use their commercially reasonable efforts to preserve their respective business organization and that of their respective significant subsidiaries and to maintain their rights, franchises and existing relations with customers, vendors, strategic partners, suppliers, distributors and others doing business with them, and employees. Westchester has further agreed to use its commercially reasonable efforts to provide Valley with prior written notice of any actions Westchester or any Westchester subsidiary takes with respect to the pandemic and pandemic measures that differ from or are inconsistent with such actions taken by Westchester with respect to the pandemic prior to the date of the merger agreement.

Westchester has agreed that from the date of the merger agreement to the effective time, except as otherwise approved by Valley in writing (such approval not to be unreasonably withheld, conditioned or delayed) or as otherwise permitted or required by the merger agreement, it will not, nor will it permit any of its significant subsidiaries to:

•

change any provision of the certificate of incorporation, articles of association, bylaws or other comparable formation and governing documents Westchester or any of its significant subsidiaries;

•

change the number of shares of its authorized or issued capital stock (other than the issuance of Westchester common stock in connection with the exercise of any Westchester stock options in accordance with the terms in effect on the date of the merger agreement) or issue, grant, amend or accelerate any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to the authorized or issued Westchester common stock or the capital stock of any Westchester subsidiary or any securities convertible into shares of such stock, or split, combine or reclassify any shares of its capital stock, or redeem or otherwise acquire any shares of such capital stock, or declare, set aside or pay any dividend, or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;

•

repurchase any Westchester common stock or any other capital stock of Westchester except in connection with the exercise of any Westchester stock option;

•

(i) grant any severance or termination payment to, or enter into or amend any employment agreement with, any of its directors, officers or senior employees, adopt any new employee benefit plan or arrangement of any type or amend any such existing benefit plan or arrangement (other than amendments required to comply with applicable law and regulations) or grant any salary or wage increase, in each case other than in the ordinary course, and specifically with respect to annual increases in base compensation not to exceed 3.0% individually or 5.0% in the aggregate, (ii) increase any employee benefit or pay any incentive, commission or bonus payments, other than the payment of incentive, commission, and bonuses required in accordance with the terms of a Westchester employee benefit plan in effect on the date hereof and provided to Valley, without the exercise of any upward discretion, or grant any equity compensation or (iii) hire any officer, employee, independent contractor or consultant who has annual base compensation greater than $120,000;

•

sell or dispose of any assets with a market value greater than $200,000 or incur any liability with a principal balance greater than $200,000 other than in the ordinary course of business;

•

(i) make any capital expenditures or (ii) enter into any new service agreement or similar contract not terminable by Westchester within 60 days and involving amounts in excess of $100,000 individually or $250,000 in the aggregate, other than pursuant to binding commitments existing on the date hereof and expenditures necessary to maintain existing assets in good repair and expenditures described in business plans or budgets previously furnished to Valley;

•

file any applications or make any contract with respect to branching or site location or relocation;

•

agree to acquire in any manner whatsoever (other than to realize upon on collateral for a defaulted loan) any business or entity;

•

make any new investments in securities other than investments in government, municipal or agency bonds having a weighted average life or duration of not greater than five years;

•

make any material change in its accounting methods or practices, other than changes required in accordance with GAAP or any applicable regulatory accounting requirements;

•

make or commit to make any new loan or other extension of credit in an amount of $15 million or more;

•

renew for a period in excess of one year any existing loan or other extension of credit which renewal would require Westchester to advance additional funds so that the aggregate outstanding balance of such renewed loan or other extension of credit would be greater than $15 million or increase the outstanding balance of such renewed loan or other extension of credit to an amount in excess of $15 million to any one borrower or to any group of affiliated borrowers, except such renewals or increases that are committed and disclosed as of the date of the merger agreement and residential mortgage loans made in the ordinary course of business;

•

settle any claim, action or proceeding involving any liability of Westchester or any of its Subsidiaries for money damages in excess of $100,000 or involving any material restrictions upon the operations of Westchester or any of its subsidiaries;

•

make any investment or commitment to invest in real estate, other than investments related to maintenance of owned or leased real estate used by Westchester as of the date hereof, or in any real estate development project, other than real estate acquired in satisfaction of defaulted mortgage loans;

•

establish, or make any commitment relating to the establishment of, any new branch or other office facilities other than those for which all regulatory approvals have been obtained;

•

elect or nominate any new persons to the Westchester board of directors;

•

other than the issuance of deposits at market rates or the incurrence, extension, refinancing, guarantee, or modification of indebtedness in the ordinary course of business, incur, extend, guarantee, or modify any debt or financing of Westchester or its subsidiaries with a maturity greater than 18 months;

•

enter into, renew, extend, modify, amend or terminate any (i) contract with a term longer than one year or that calls for aggregate payments of $100,000 or more, (ii) contract which would be a Westchester contract if it were in existence on the date hereof, (iii) contract with a broker or finder in connection with the merger or any other transaction contemplated by the merger agreement, or (iv) contract, plan, arrangement or other transaction with affiliates and insiders; or waive, release, compromise or assign any material rights or claims under any of the aforementioned contracts;

•

enter into any new line of business or change in any material respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof) or change its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service loans except as required by rules or policies imposed by a governmental entity;

•

except as required by applicable regulatory authorities, make any material changes in its policies and practices with respect to insurance policies including materially reduce the amount of insurance coverage currently in place or fail to renew or replace any existing insurance policies;

•

materially change or restructure its investment securities portfolios, its investment securities practice or policies, its hedging practices or policies, or change its policies with respect to the classification or reporting of such portfolios or invest in any mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or change its interest rate exposure through purchases, sales or otherwise, or the manner in which its investment securities portfolios are classified or reported;

•

alter materially its interest rate or fee pricing policies with respect to depository accounts of any Westchester subsidiary or waive any material fees with respect thereto;

•

cancel, compromise, waive, or release any material indebtedness owed to any person or any rights or claims held by any person, except for (i) sales of loans and sales of investment securities, in each case in the ordinary course or (ii) as expressly required by the terms of any contracts in force at the date of the merger agreement;

•

take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, (i) the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the merger agreement from qualifying as a plan of reorganization for purposes of Sections 354, 361, and 368 of the Code and within the meaning of Treasury Regulation section 1.368-2(g);

•

take any action that would (i) impede, adversely affect or delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any governmental entity or third party described in the merger agreement, (ii) result in any of the representations and warranties contained in the merger agreement not being true and correct in any material respect at the effective time or that would result in any of its conditions to closing set forth in the merger agreement not to be satisfied or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; or

•

agree to do any of the foregoing.

Valley has also agreed that from the date of the merger agreement to the effective time, except as otherwise approved by Westchester in writing (such approval not to be unreasonably withheld, conditioned or delayed) or as permitted or required by the merger agreement, it will not, nor will it permit any of its significant subsidiaries to:

•

amend the Valley charter, the Valley bylaws or other governing instruments of Valley or of VNB in a manner that would require the approval of the stockholders of Valley, other than to increase its authorized capital stock;

•

make any material change in its accounting methods or practices, other than changes required in accordance with GAAP or any applicable regulatory accounting requirements;

•

take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

•

take any action that would (i) impede, adversely affect or materially delay consummation of the transactions contemplated by the merger agreement or the receipt of any approvals of any governmental entity or third party referenced in the merger agreement, (ii) result in any of the representations and warranties contained in the merger agreement not being true and correct in any material respect at the effective time or that would result in any of its conditions to closing set forth in the merger agreement not to be satisfied, or (iii) impair its ability to perform its obligations under the merger agreement or to consummate the transactions; or

•

agree to do any of the foregoing.

Regulatory Matters

Westchester and Valley have agreed to cooperate with each other and use commercially reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible, including those required by the SEC, the

OCC, the Federal Deposit Insurance Corporation, the Federal Reserve, the NYSDFS, the Department of Treasury of New Jersey and the Delaware Department of State. Valley and VNB must use their best efforts to cause their applications to the OCC and the Federal Reserve to be filed within 60 days of the date of this Agreement. Westchester must cooperate with Valley to provide all information requested in writing by Valley to complete such application as soon as possible, and in all events within 10 days of request from Valley. Each of Valley and Westchester must use its commercially reasonable efforts to resolve objections, if any, which may be asserted with respect to the merger agreement or the transactions contemplated thereby under any applicable law, statute, order, rule, regulation, judgment, writ, decree, injunction, policy and/or guideline of any governmental entity or by any governmental entity.

Each of Valley and Westchester have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all written information submitted to any third party or governmental entity in connection with the transactions contemplated by this Agreement, provided, that Westchester will not have the right to review portions of material filed by Valley with a governmental entity that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing right, each of the parties agrees to act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to the obtaining of all consents and approvals of third parties and regulatory authorities necessary or advisable to consummate the transactions contemplated by the merger agreement and each party will keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a governmental entity the consents and approvals of which is required for the consummation of the Merger and the other transactions contemplated by the merger agreement that causes such party to believe that there is a reasonable likelihood that any required consents and approvals from a governmental entity will not be obtained or that the receipt of such consents and approvals may be materially delayed. Except for non-material routine communications between counsel and a governmental entity relating to the regulatory approval process or status, each party will consult with the other in advance of any meeting or conference with any governmental entity in connection with the transactions contemplated by the merger agreement.

For a more complete discussion of the regulatory approvals required to complete the merger and the terms of the merger agreement related to regulatory approvals, please see the section entitled “The Merger—Regulatory Approvals Required for the Merger.”

Tax Matters

Valley and Westchester have agreed to use their respective commercially reasonable best efforts to cause the merger, and to not knowingly take any action cause any action to be taken, fail to take any action or cause any action to fail to be taken which would cause the merger not, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Employee Matters

vacation, sick leave, disability and other welfare plans for prior service with Westchester. Westchester employees will be granted credit for prior service with Westchester solely for purposes of eligibility and vesting under VNB’s 401(k) plan.

The merger agreement provides that Valley, VNB, Westchester and TWB will cooperate to develop, implement and communicate to employees of Westchester and Westchester Bank a retention program designed to retain the services of such employees through the effective time and for a period of time thereafter as Valley and VNB may determine consistent with their respective business needs. The merger agreement further provides that for one year following the closing, VNB will pay severance to Westchester and TWB employees who are involuntarily terminated by Valley or VNB for reasons other than cause, except Westchester and TWB employees who have individual severance or other similar contractual agreements.

Valley and VNB may, in their discretion within 30 days prior to the effective time, direct Westchester and TWB to terminate any or all nonqualified deferred compensation plans, programs and arrangements sponsored by them in a manner that does not materially adversely affect the rights of participants to benefits earned through the effective time of the change in control of Westchester.

D&O Indemnification and Insurance

Pursuant to the merger agreement, Valley agreed, to the fullest extent permitted under the Westchester charter and Westchester bylaws, to indemnify, defend and hold harmless each current and previous director and officer of Westchester and its subsidiaries for a period of six years after the effective time against any and all liabilities by reason of the fact that he or she is or was a director or officer of Westchester or its subsidiaries, acted as a director or officer of a third party at the request of Westchester or its subsidiaries or acted as a benefits plan fiduciary, in connection with, arising out of or relating to any threatened, pending or completed claim, including any claim which is based upon, arises out of or in any way relates to the merger, the merger agreement or any of the transactions contemplated thereby.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, but not limited to, covenants relating to the filing of this proxy statement/prospectus, the provision of current information to the other party, access to properties and records, confidentiality, further assurances, public announcements of the transactions contemplated by the merger agreement, the failure to fulfill conditions, employment matters, other post-closing items, tax treatment, bank policies and the bank merger, shareholder litigation and the inapplicability of takeover statutes.

Agreement Not to Solicit Other Offers

Westchester has agreed that it and its subsidiaries will not, and will cause their respective representatives not to:

•

solicit, initiate, or encourage or facilitate inquiries or proposals with respect to any acquisition proposal;

•

engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to, any acquisition proposal;

•

adopt, approve, agree to, accept, endorse or recommend any acquisition proposal; or

•

approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any agreement contemplating or otherwise relating to any acquisition transaction.

In addition, Westchester has agreed not to submit to the vote of the Westchester stockholders any acquisition proposal other than the merger.

Notwithstanding the non-solicitation obligations outlined above, if prior to, but not after, the time the Westchester stockholder approval is obtained, (i) Westchester receives an unsolicited bona fide acquisition proposal from a person other than Valley, and (ii) the Westchester board of directors concludes in good faith (A) that, after consulting with its financial advisor and outside legal counsel, such acquisition proposal constitutes a superior proposal or would reasonably be likely to result in a superior proposal and (B) after such consultation, that it would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, Westchester may furnish nonpublic information or data and participate in negotiations or discussions with respect to such acquisition proposal. However, prior to providing any nonpublic information, Westchester must enter into an agreement with such third party on terms substantially similar to and no more favorable in the aggregate to such third party than those contained in the confidentiality agreement between Valley and Westchester. Additionally, any nonpublic information provided to any person given access to nonpublic information must have previously been provided to Valley or otherwise will be provided to Valley prior to or concurrently with the time it is provided to such person. Westchester has agreed to (A) immediately cease any activities, discussions or negotiations conducted before the date of the merger agreement with any persons other than Valley with respect to any acquisition proposal, (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement relating to any acquisition proposal to which it or any of its affiliates or representatives is a party and (C) use its commercially reasonable efforts to enforce any confidentiality or similar agreement relating to any acquisition proposal.

If Westchester or any of its subsidiaries or their respective representatives receives an acquisition proposal or any request for nonpublic information or to engage in negotiations that the Westchester directors believe would be reasonably expected to lead to or that contemplates an acquisition proposal, Westchester has agreed to, promptly (and in any event within 24 hours of receipt), advise Valley in writing of the existence of such matters, together with the identity of the person making any such acquisition proposal or request, and either (i) a copy of such acquisition proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such acquisition proposal, request or inquiry, if oral. Westchester has agreed to keep Valley reasonably well informed respects of the status (including after the occurrence of any material amendment or modification) of any such acquisition proposal or request. Westchester will promptly (and in any event within 24 hours) notify Valley in writing if it determines to begin providing non-public information or to engage in negotiations concerning an acquisition proposal and may not begin providing such information or engaging in negotiations prior to providing notice to Valley.

For purposes of the merger agreement,

•

an “acquisition proposal” means other than the transactions contemplated by the merger agreement, a tender or exchange offer to acquire 25% or more of the voting power in Westchester or any of its subsidiaries, a proposal for a merger, consolidation, or other business combination involving Westchester or any of its subsidiaries or any other proposal or offer to acquire in any manner 25% or more of the voting power in, or 25% or more of the business, assets or deposits of, Westchester or any of its subsidiaries; and

•

a “superior proposal” means an unsolicited bona fide written acquisition proposal (with the percentages set forth in the definition of such term changed from 25% to 50%) that the Westchester board of

directors concludes in good faith to be more favorable from a financial point of view to the Westchester stockholders than the merger and the other transactions contemplated hereby (including taking into account any adjustment to the terms and conditions proposed by Valley in response to such acquisition proposal), (i) after receiving the advice of its financial advisor, (ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein, and (iii) after taking into account all legal, financial, regulatory and other aspects of such proposal and any other relevant factors.

Westchester Special Meeting and Recommendation of the Westchester Board of Directors

Westchester has agreed to take all steps necessary to duly call, give notice of, convene and hold the Westchester special meeting, to be held as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC for the purpose of securing the merger and obtaining the Westchester stockholder approval. Westchester has further agreed to use its commercially reasonable efforts to obtain, as promptly as practicable, the Westchester stockholder approval.

Pursuant to the merger agreement, the Westchester board of directors has agreed to recommend to the Westchester stockholders the adoption of the merger agreement and the transactions contemplated thereby and to include the Westchester recommendation in the proxy statement/prospectus for the Westchester special meeting. Westchester has agreed to adjourn or postpone the Westchester special meeting in the event that there are an insufficient number of shares of Westchester common stock represented (either in person (including by virtual participation in the meeting) or by proxy) at the Westchester special meeting to constitute a quorum necessary to conduct the business of such meeting or if Westchester has not recorded proxies representing a sufficient number of shares to obtain the Westchester stockholder approval. The Westchester board of directors and its committees have agreed not to (i) withhold, withdraw, qualify or modify in a manner adverse to Valley, the Westchester recommendation, (ii) fail to make the Westchester recommendation or otherwise submit the merger agreement to the Westchester stockholders without the Westchester recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an acquisition proposal, (iv) fail to publicly and without qualification (A) recommend against any acquisition proposal or (B) reaffirm the Westchester recommendation within 10 business days (or such fewer number of days as remains prior to the Westchester special meeting) after an acquisition proposal is made public or any request by Valley to do so, (v) take any action, or make any public statement, filing or release inconsistent with the Westchester recommendation, or (vi) publicly propose to do any of the foregoing.

•

Westchester has complied in all material respects with its non-solicit obligations described in the section entitled “—Agreement Not to Solicit Other Offers;”

•

any proposals, amendments or modifications proposed to by Valley, if any, that such superior proposal remains a superior proposal and that it would nevertheless be inconsistent with the director’s fiduciary duties under applicable law to make or continue to make the Westchester recommendation.

Any material amendment to any acquisition proposal will be deemed to be a new acquisition proposal and will require a new determination and notice period.

Conditions to Consummation of the Merger

•

the adoption of the merger proposal by the Westchester stockholders;

•

the receipt of all necessary regulatory or governmental approvals and consents;

•

the approval of the listing on the Nasdaq Global Select Market of the Valley common stock to be issued pursuant to the merger; and

•

the effectiveness of the registration statement of which this proxy statement/prospectus is a part under the Securities Act, the absence of any stop order suspending the effectiveness of the registration statement being issued and in effect and the absence of any proceedings for that purpose being initiated by the SEC and not withdrawn.

•

Westchester’s furnishing to Valley with any officers’ certificates or other documents to evidence fulfilment of conditions set forth in the merger agreement; and

•

holders of no more than five percent of the Westchester common stock having taken the actions required by Section 262 of the DGCL to properly demand appraisal of such shares.

•

Valley’s furnishing to Westchester with any officers’ certificates or other documents to evidence fulfilment of conditions set forth in the merger agreement.

Termination of the Merger Agreement

•

the merger has not been consummated by April 30, 2022, provided, that no party may terminate the merger agreement if the failure of the closing to occur on or before the cutoff date is due to such party’s material breach of any representation, warranty, covenant or agreement contained in the merger agreement;

•

if there was a breach of any of the representations or warranties set forth in the merger agreement by either party and such breach is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the cutoff date, and which would (individually or together with other breaches) result in a material adverse effect with respect to the party committing such breach or result in one or more of the conditions outlined in the section entitled “—Conditions to Consummation of the Merger” not to be satisfied by the cutoff date, provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement.

In addition, Valley may terminate the merger agreement if:

•

the Westchester board of directors effects a change in the Westchester recommendation as described in the section entitled “—Westchester Special Meeting and Recommendation of the Westchester Board of Directors;”

•

Westchester breaches its terms of the non-solicitation obligations or Westchester stockholder approval obligations provided in the merger agreement in any respect adverse to Valley;

•

a tender offer or exchange offer for 10% or more of the outstanding shares of Westchester common stock is received and the Westchester Board of directors recommends that the Westchester stockholders tender their shares in such tender or exchange offer or otherwise failed to recommend that such stockholders reject such tender offer or exchange offer promptly upon written request of Valley; or

•

if any other event occurs that gives rise to the payment of a termination fee and termination expenses pursuant to the merger agreement, as described below.

In addition, Westchester may terminate the merger agreement if:

•

Effect of Termination

If the merger agreement is terminated, it will become void and have no further force or effect and there will be no liability on the part of either Valley or Westchester for any matters addressed in the merger agreement or other claim relating to the merger agreement and the transactions contemplated thereby, except that (i) designated provisions of the merger agreement will survive the termination, including, but not limited to, those relating to payment of fees and expenses, the confidential treatment of information and public announcements by each party and (ii) both Valley and Westchester will remain liable for any liability resulting from fraud or breach of the merger agreement.

Termination Fee

Westchester will pay Valley a $8.5 million termination fee if:

•

Valley effects a Westchester board breach termination, as described above; or

•

Westchester effects a Westchester superior proposal termination, as described above.

In addition, Westchester will pay an amount equal to the reasonable out-of-pocket expenses incurred by Valley in connection with the transactions contemplated by the merger agreement (as itemized by Valley), up to $1.0 million if Valley effects a breach termination, as described above, or if the events described in clauses (i) and (ii) of the first bullet above occur.

Expenses and Fees

Each of Valley and Westchester will bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the merger agreement and the transactions contemplated thereby; provided, however, that the

costs and expenses of filing, printing and mailing this proxy statement/prospectus will be borne equally by Valley and Westchester if the merger agreement is terminated.

Amendments and Waivers

To the extent permitted by law, the merger agreement may be amended by a subsequent writing signed by each of the parties upon the approval of each of the parties, whether before or after the Westchester stockholder approval is obtained, provided that after obtaining such approval, no amendment may be made that requires further approval by the Westchester stockholders.

Prior to the effective time, the parties, by action taken or authorized by their respective boards of directors, may, to the extent permitted by law, (i) extend the time for the performance of any of the obligations or other acts of the other parties, (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant thereto, and (iii) waive compliance with any of the agreements or satisfaction of any conditions contained in the merger agreement; provided, that after the Westchester approval has been obtained, there may not be, without further approval of the Westchester stockholders, any extension or waiver of the merger agreement that requires such further approval under applicable law. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition may not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply with an obligation, covenant, agreement or condition.

Voting Agreements

Each of the directors and executive officers of Westchester, in their capacity as individuals, have separately entered into a voting agreement, in which they have agreed to vote (or cause to be voted), in person (including by virtual participation in the meeting) or by proxy, or deliver (or cause to be delivered) a written consent covering, all covered shares as to which they control the right to vote, (i) in favor of the adoption of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (ii) against any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Westchester under the merger agreement, and (iii) against any action, agreement, transaction or proposal that (A) is made in opposition to, or in competition or inconsistent with, the merger or the merger agreement, (B) relates to an acquisition proposal or superior proposal, or (C) could otherwise discourage, interfere with, prevent, impede or delay the consummation of the merger or the other transactions contemplated by the merger agreement, or the performance by Westchester or the signatory of its obligations under the merger agreement.

In addition, the voting agreements further provide that such Westchester stockholders will not sell or transfer any of their shares of Westchester common stock, subject to certain exceptions, until the earlier of the Westchester stockholder approval or the date of termination of the merger agreement in accordance with its terms.

The voting agreements remain in effect until the Westchester stockholder approval, the date of termination of the merger agreement in accordance with its terms, or upon mutual written agreement of the parties.

As of the Westchester record date, shares constituting approximately [●]% of the Westchester common stock entitled to vote at the Westchester special meeting are subject to the voting agreements.

The foregoing description of the voting agreements is subject to, and qualified in its entirety by reference to, the voting agreements, a form of which is attached to this proxy statement/prospectus as Annex B and is incorporated by reference into this proxy statement/prospectus.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER

The following is a general discussion of the material U.S. federal income tax consequences relating to the merger to a U.S. holder (as defined below) that receives Valley common stock pursuant to the merger.

For purposes of this discussion, a “U.S. holder” means any beneficial owner of Westchester common stock that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (iv) an estate, the income of which is subject to U.S. federal income tax regardless of its source.

This discussion applies only to a U.S. holder who holds its shares of Westchester common stock as a capital asset within the meaning of Section 1221 of the Code and exchanges those shares for the merger consideration in the merger. Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that might be relevant to a U.S. holder in light of its particular circumstances and does not apply to a U.S. holder subject to special treatment under the U.S. federal income tax laws (such as, for example, dealers or brokers in securities, commodities or foreign currencies; traders in securities that elect to apply a mark-to-market method of accounting; banks and certain other financial institutions; insurance companies; regulated investment companies and real estate investment trusts; tax-exempt organizations; holders subject to the alternative minimum tax provisions of the Code; S corporations; holders whose functional currency is not the U.S. dollar; holders who hold shares of Westchester common stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment; holders who exercise appraisal rights; or holders required to accelerate the recognition of any item of gross income for U.S. federal income tax purposes with respect to an applicable financial statement). This discussion does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (including any U.S. federal estate, gift, Medicare, net investment income tax or alternative minimum taxes) or any U.S. state or local, or non-U.S. tax consequences.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds Westchester common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Westchester common stock, and any partners in such partnership, are strongly urged to consult their tax advisors about the tax consequences of the merger transactions to them.

This discussion, and the tax opinions referred to below, is based upon the Code, the U.S. Treasury regulations promulgated thereunder and judicial and administrative authorities, rulings, and decisions, all as in effect on the date of this proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation and on factors that are not within our control. You are strongly urged to consult with your tax advisor as to the specific tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, state and local, foreign and other tax laws and of changes in those laws.

U.S. Federal Income Tax Consequences of the Merger Generally

Valley and Westchester intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of Valley and Westchester to complete

the merger that they each receive an opinion from Covington & Burling LLP and Goodwin Procter LLP, respectively, in a form reasonably satisfactory to Valley and Westchester, as appropriate, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither Valley nor Westchester currently intends to waive this opinion condition to its obligation to consummate the merger. In the event that either Valley or Westchester waives this opinion condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to Westchester stockholders have materially changed, Westchester will recirculate appropriate soliciting materials and seek new approval of the merger from the Westchester stockholders.

The opinions of Covington & Burling LLP and of Goodwin Procter LLP will be based on customary assumptions and representations from Valley and Westchester, as well as certain covenants and undertakings by Valley and Westchester. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate or is violated, the validity of the opinion described above may be affected and the U.S. federal income tax consequences of the merger could differ materially from those described in this proxy statement/prospectus.

An opinion of counsel represents counsel’s legal judgment but is not binding on the IRS or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge. Neither Valley nor Westchester intends to obtain a ruling from the IRS with respect to the tax consequences of the merger. If the IRS were to successfully challenge the “reorganization” status of the merger, the tax consequences would be different from those set forth in this proxy statement/prospectus.

The following discussion assumes that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

A U.S. holder that exchanges its shares of Westchester common stock for Valley common stock in the merger, except with respect to cash received in lieu of fractional shares of Valley common stock, generally will not recognize any gain or loss. Further, a U.S. holder will have the same aggregate tax basis and holding period in the Valley common stock received in the merger (including any fractional shares of Valley common stock deemed received and exchanged for cash as described below) equal to such U.S. holder’s tax basis and holding period in the Westchester common stock surrendered in exchange therefor.

A U.S. holder that acquired different blocks of Westchester common stock at different times or different prices should consult its tax advisor regarding the manner in which the basis and holding period should be allocated among the U.S. holder’s Westchester common stock in the U.S. holder’s particular circumstance.

Cash in Lieu of Fractional Shares

If a U.S. holder receives cash in lieu of a fractional share of Valley common stock, the U.S. holder will be treated as having received such fractional share of Valley common stock pursuant to the merger and then as having received cash in exchange for such fractional share of Valley common stock. As a result, the U.S. holder generally will recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the U.S. holder’s basis in the fractional share of Valley common stock as set forth above. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, as of the effective time, the U.S. holder’s holding period for such fractional share (including the holding period of shares of Westchester common stock surrendered therefor) exceeds one year.

Information Reporting and Backup Withholding

A non-corporate U.S. Westchester stockholder may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24 percent) on any cash payments it receives. Such a U.S. holder generally will not be subject to backup withholding, however, if it:

•

furnishes a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with all the applicable requirements of the backup withholding rules; or

•

provides proof that it is otherwise exempt from backup withholding.

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a U.S. holder’s federal income tax liability, provided that such a U.S. holder timely furnishes the required information to the IRS.

Certain Reporting Requirements

If a U.S. holder receives Valley common stock pursuant to the merger and is considered a “significant holder,” it will be required (i) to file a statement with its U.S. federal income tax return providing certain facts pertinent to the merger, including its tax basis in, and the fair market value of, the Westchester common stock that it surrendered, and (ii) to retain permanent records of these facts relating to the merger. A Westchester stockholder is considered a “significant holder” if, immediately before the merger, such holder (a) owned at least 1% (by vote or value) of the outstanding stock of Westchester or (b) owned Westchester securities with a tax basis of $1.0 million or more.

This discussion of certain material U.S. federal income tax consequences is for general information purposes only and is not intended to be, and may not be construed as, tax advice. Westchester stockholders are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

SECURITY OWNERSHIP OF WESTCHESTER DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS OF WESTCHESTER

The following table sets forth, as of July 31, 2021, the beneficial ownership of Westchester common stock by each of Westchester’s directors and executive officers, by Westchester’s directors and executive officers as a group and by each person or entity known by Westchester to beneficially own or may be deemed to own more than 5% of the outstanding Westchester common stock. Unless otherwise specified, the address of each listed Westchester stockholder is c/o The Westchester Bank Holding Corporation, 12 Water Street, White Plains, New York 10601.

The percentages of beneficial ownership in the following table are calculated in relation to the 68,193 shares of Westchester common stock issued and outstanding as of July 31, 2021. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, as well as shares issuable in connection with options, warrants and convertible securities exercisable or convertible within 60 days of July 31, 2021.

Unless otherwise indicated, and except under voting agreements, to Westchester’s knowledge, the persons or entities identified in the table below have sole voting and investment power with respect to all shares of Westchester common stock shown as beneficially owned by them, or shares such power with his or her spouse.


	Westchester Common Stock Beneficially Owned ⁽¹⁾
Name of Beneficial Owner	Number of Shares of Westchester Common Stock			Percentage of Class
All Directors and Executive Officers
Thomas W. Smith		1,307	(2)		1.91	%
Katherine A. Dering		601	(3)		*
Howard B. Arden		1,148	(4)		1.68
Staffard Garson		3,217	(5)		4.72
John F. Holzinger, Jr.		1,100	(6)		1.61
Kevin J. Keane		1,370	(7)		2.01
Carl E. Petrillo		2,572	(8)		3.77
Eugene S. Reisman		658	(9)		*
Christopher M. Spring		871	(10)		1.28
Jonathan N. Wiener		750	(11)		1.10
John M. Tolomer		2,823	(12)		4.10
Kenneth D. Walter		1,518	(13)		2.22
Eric J. Wiggins		494	(14)		*
All directors and executive officers as a group (13 persons)		18,429			26.27	%
Other Beneficial Holders
Endeavour Capital Private Investments		3,808	(15)		5.58	%

*	Less than 1.0% of the total outstanding shares of Westchester common stock.

(1)

For purposes of this table, a person is considered to beneficially own shares of Westchester common stock if he or she directly or indirectly has or shares voting power, which includes the power to vote or to direct the voting of the shares of Westchester common stock, or investment power, which includes the power to dispose or direct the disposition of the shares of Westchester common stock, or if he/she has the right to acquire the shares of Westchester common stock under Westchester stock options which are exercisable currently or within 60 days of July 31, 2021. Each person named in the above table has sole voting power

and sole investment power with respect to the indicated shares of Westchester common stock unless otherwise noted. A person is considered to have shared voting and investment power over shares of Westchester common stock indicated as being owned by the spouse or the IRA of the spouse of that person.

(2)	Includes 632 shares of Westchester common stock for which Mr. Smith is co-trustee, as well as 351 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(3)	Includes 125 shares of Westchester common stock held in the name of Mrs. Dering’s husband and 216 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(4)	Includes 25 shares of Westchester common stock held in the name of Mr. Arden’s wife.

(5)	Includes 2,240 shares of Westchester common stock for Garson Assets LLC which is controlled by Mr. Garson as well as 977 shares of Westchester common stock held in the name of Mr. Garson’s daughters.

(6)	Includes 98 shares of Westchester common stock held in the name of Mr. Holzinger’s wife, as well as 138 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(7)

Includes 1,082 shares of Westchester common stock held in the name of a family partnership for which Mr. Keane is managing partner and has sole investment authority, 150 shares in the Kevin J. Keane 401K Profit Sharing Plan, of which Mr. Keane is the beneficial owner, and 138 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(8)	Includes 600 shares of Westchester common stock for which Mr. Petrillo is custodian.

(9)	Includes 171 shares of Westchester common stock for which Mr. Reisman is co-trustee and 188 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(10)	Includes 50 shares of Westchester common stock held in the name of Mr. Spring’s wife and 125 shares of Westchester common stock held in the name of CMS Management Services LLC, of which Mr. Spring has sole investment authority.

(11)	Includes 510 shares of Westchester common stock held in the name of a company of which Mr. Wiener is an investment partner and has sole investment authority.

(12)	Includes 678 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(13)	Includes 58 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(14)	Includes 194 shares of Westchester common stock issuable upon the exercise of Westchester stock options which have vested or will vest within 60 days of July 31, 2021.

(15)	Includes 2,168 shares of Westchester common stock held by Endeavour Capital Private Investments I, LP and 1,640 shares of Westchester common stock held by Endeavour Capital Private Investments II, LP.

COMPARISON OF SHAREHOLDERS’ RIGHTS

If the merger is completed, Westchester stockholders will have a right to receive shares of Valley common stock for their shares of Westchester common stock. Westchester is organized under the laws of the State of Delaware, and Valley is organized under the laws of the State of New Jersey. Valley and Westchester believe that the following summary describes the material differences between (i) the rights of Westchester stockholders as of the date of this proxy statement/prospectus under the DGCL, the Westchester charter and the Westchester bylaws, and (ii) the rights of Valley shareholders as of the date of this proxy statement/prospectus under the New Jersey Business Corporation Act, or the NJBCA, the Valley charter and the Valley bylaws.

The following summary is not a complete statement of the rights of shareholders of the two companies or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to the DGCL, the NJBCA, and Westchester’s and Valley’s governing documents, which we urge Westchester stockholders to read. Copies of Valley’s governing documents have been filed with the SEC and copies of each company’s governing documents can be found at its respective principal office. To find out where copies of these documents can be obtained, see the section entitled “Where You Can Find More Information.”


	Westchester	Valley
*Capitalization:*	The Westchester charter authorizes it to issue 150,000 shares of common stock, par value $0.01 per share, and 3,000 shares of preferred stock, par value $0.01 per share.	The Valley charter authorizes it to issue 650,000,000 shares of common stock, no par value per share, and 50,000,000 shares of preferred stock, no par value per share.

*Voting Rights:*	Each share of Westchester common stock carries one vote and has unrestricted voting rights.	Each share of Valley common stock carries one vote and has unrestricted voting rights.

*Dividend Rights:*	The Westchester bylaws provide that the board of directors may declare and pay dividends on Westchester’s outstanding shares out of surplus, or if no surplus exists, out of net profits of Westchester.	Valley shareholders are entitled to receive dividends as and when declared by the Valley board of directors. No dividends can be declared on Valley common stock unless a like dividend is declared and paid on outstanding shares of Valley preferred stock. Under Section 7-15 of the NJBCA, a board of directors may pay dividends on its shares subject to any restrictions contained in the certificate of incorporation.

*Number of Outstanding Shares Before the Merger:*	As of June 30, 2021, there were approximately 68,039 shares of Westchester common stock and no shares of Westchester preferred stock outstanding.	As of June 30, 2021, there were approximately 406,100,000 shares of Valley common stock, 4,600,000 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, or the Valley Series A preferred stock, and 4,000,000 shares of Fixed-to-Floating Rate


	Westchester	Valley
		Non-Cumulative Perpetual Preferred Stock, Series B, or the Valley Series B preferred stock, outstanding.

*Number of Outstanding Shares After the Merger:*	Immediately after the merger, Westchester will have no shares of Westchester common stock or preferred stock outstanding.	Immediately after the merger, Valley will have approximately 423,500,000 shares of Valley common stock outstanding, 4,600,000 shares of Valley Series A preferred stock and 4,000,000 shares of Valley Series B preferred stock outstanding.

*Estimated Voting Percentage After the Merger:*	Upon conclusion of the merger, it is expected that existing Westchester stockholders will own approximately 4% of Valley common stock.	Upon conclusion of the merger, it is expected that existing Valley shareholders will own approximately 96% of Valley common stock.

*Rights of Holders of Stock Subject to Future Issuance of Capital Stock:*	The rights of holders of Westchester common stock may be affected by the future issuance of Valley common or preferred stock.	The rights of holders of Valley common stock may be affected by the future issuance of Valley common or preferred stock.

*Pre-Emptive Rights*	The Westchester charter provides that no holders of shares of Westchester common stock will have any preemptive right to purchase, subscribe for or otherwise acquire shares of Westchester capital stock, or of securities convertible into stock of any class or series of stock, or of any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire such stock or securities. The Westchester charter is silent on preemptive rights for preferred stockholders. Section 102 of the DGCL provides that no stockholder will have a preemptive right unless provided in the certificate of incorporation.	The Valley charter provides that no holders of shares of Valley preferred stock have a preemptive right to purchase, subscribe for or take any part of any stock issued, optioned, or sold by Valley, and is silent on the pre-emptive rights of holders of Valley common stock. Section 5-29 of the NJBCA provides that shareholders of corporations organized after January 1, 1969 do not have preemptive rights unless the certificate of incorporation provides otherwise.

*Quorum:*	Under the Westchester bylaws, a majority of the total number of shares entitled to vote, represented in person or by proxy, constitutes	Section 5-9 of the NJBCA provides that unless otherwise provided in the certificate of incorporation, the holders of


	Westchester	Valley
	a quorum at a meeting of the stockholders.	shares entitled to cast a majority of the votes at a shareholders’ meeting constitutes a quorum. The Valley bylaws provide that the holders of a majority of the outstanding common stock represented in person or by proxy, constitutes a quorum at any meeting of shareholders.

*Notice of Shareholder Meetings:*	The Westchester bylaws provide that written notice stating the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and vote at such meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, will be given not less than 10 nor more than 60 days before the date of the meeting, by mail to each stockholder of record entitled to vote at such meeting. The Westchester bylaws also provide that any notice to stockholders may be given by electronic transmission in the manner provided in the DGCL.	The Valley bylaws provide that written notice of the date, time, place and purpose or purposes of the meeting must be provided not less than 10 nor more than 60 days before the date of the meeting. Section 5-4 of the NJBCA provides that notice of shareholders’ meetings must be provided either personally or by mail. Section 1-8 of the NJBCA provides that, when calculating the timing of the required notice, the day on which the notice is given is excluded, and the day on which the matter noticed is to occur is included, and further provides that if notice is given by mail, the notice is deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon.

*Election, Size and Classification of Board of Directors:*	The Westchester bylaws provide that the Westchester board of directors will consist of not less than seven nor more than 30 directors, the number to be determined only by resolution of the Westchester board of directors. The Westchester board of directors is divided into three classes, each class to contain approximately one-third of the directors, with terms of office of each class expiring each successive year. At each annual stockholders’ meeting, the successors to the class of directors	The Valley bylaws provide that the Valley board of directors will consist of not less than five nor more than 25 directors, the exact number to be determined by the vote of the majority of directors. The Valley board of directors has the power to increase the number of directors between annual meetings. Directors are elected by the shareholders at each annual meeting and hold office until the next annual meeting of shareholders and until their


	Westchester	Valley
	whose term expires at that time is elected by the Westchester stockholders to serve for a three year term. The Westchester charter provides that Westchester stockholders are not entitled to cumulative voting in the election of directors. Currently, the Westchester board of directors consists of 11 members.	successors have been elected and qualified. Directors are elected by a majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote thereon in an uncontested election. If an election is contested, directors are elected by a plurality of the votes cast by the shareholders present in person or represented by proxy and entitled to vote thereon. The Valley charter, Valley bylaws and NJBCA do not provide for cumulative voting in the election of directors by Valley shareholders. Currently, the Valley board of directors consists of 11 members.

*Board Vacancies:*	The Westchester bylaws provide that vacancies in the office of director, including vacancies created by newly created directorships resulting from an increase in the number of directors, may be filled only by a vote of a majority of the directors then holding office, whether or not a quorum, at any regular or special meeting of the Westchester board of directors called for that purpose. Subject to the rights of holders of preferred stock, no person may be elected by the board of directors to fill a vacancy unless nominated by the Nominating Committee of the Westchester board of directors. Subject to the rights of holders of preferred stock, any director so elected will serve for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his or her successor is elected and qualified.	The Valley bylaws provide that any vacancy on the Valley board of directors, including resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. Section 6-5 of the NJBCA provides that any vacancy may be filled by the majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director, and that a director so elected will hold office until the next annual shareholders’ meeting and until his successor is elected and qualified.


	Westchester	Valley

*Removal of Directors:*	Section 141 of the DGCL provides that any director or the entire board of directors of a corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except: (A) the certificate of incorporation otherwise, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause; or (B) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. The Westchester charter provides that any director may be removed at any time, but only for cause, and any such removal will require the approval of not less than 80% of the total votes eligible to be cast by the holders of all outstanding shares of Westchester common stock.	The Valley charter and Valley bylaws do not address the removal of directors, except that the Valley bylaws state that the executive committee or other committees of the Valley board of directors may not remove directors. Section 6-6 of the NJBCA provides that one or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors, except in the following circumstances: (A) if cumulative voting is authorized, if less than the total number of directors then serving is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board; (B) a director elected by a class vote may only be removed by a vote of that class; (C) if the certificate of incorporation requires greater than a plurality of the votes cast for the election of directors, no director may be removed except by such vote; (D) directors on a classified board may not be removed without cause.

*Votes on Extraordinary Corporate Transactions:*	Section 251 of the DGCL provides that to approve a merger or consolidation, the board of directors of a corporation must first approve a plan of merger or consolidation and present it to the stockholders for approval. A majority of the outstanding stock of the corporation entitled to vote thereon is required for approval. The Westchester charter requires a higher approval threshold in certain transactions involving	Pursuant to Sections 10-1 through 10-3 of the NJBCA, to approve a merger, consolidation or sale or other disposition of assets other than in the regular course of business, the board of directors of a corporation must first approve a plan of merger or consolidation or any sale or disposition and present it to the shareholders. The board of directors must provide written notice not less than 20 nor more than 60 days prior to the


	Westchester	Valley
	interested stockholders, as described below. The Westchester bylaws provide that in all other cases, the standard applied is that which is set forth under the DGCL.	shareholders’ meeting to each shareholder of record, whether or not entitled to vote at such meeting. A majority of the votes cast by the holders of shares of a corporation entitled to vote thereon is required to approve a merger or consolidation. The Valley charter contains no provisions specifying the required vote for approving mergers or consolidations. The Valley bylaws require a majority of the votes cast by shareholders entitled to vote to approve any matter submitted to the shareholders, unless otherwise provided by the NJBCA or bylaws. Section 10-3 of the NJBCA further provides that shareholder approval is not required if a merger does not amend the surviving corporation’s certificate of incorporation, each shareholder of the surviving corporation will hold the same number of shares with the same designations and rights after the merger, and the number of voting shares and participating shares outstanding after the merger does not exceed those outstanding immediately prior to the merger by more than 40%. The Valley charter provides that a vote of at least 66 2/3% of the shares of either Valley Series A preferred stock or Valley Series B preferred stock must approve any share exchanges, reclassifications, mergers and consolidations that would adversely affect such preferred stock.

*Consideration of Other Constituencies:*	When evaluating a merger or consolidation, DGCL does not permit a board of directors to consider constituencies other than the stockholders of a corporation.	Section 6-1 of the NJBCA provides that in discharging his or her duties to the corporation and in determining what he or she reasonably believes to be in the


	Westchester	Valley
		best interest of the corporation, a director may, in addition to considering the effects of any action on shareholders, consider any of the following: (i) the effects of the action on the corporation’s employees, suppliers, creditors and customers; (ii) the effects of the action on the community in which the corporation operates; and (iii) the long-term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may best be served by the continued independence of the corporation. Section 6-1 of the NJBCA further provides that, if on the basis of the factors described above, the board of directors determines that any proposal or offer to acquire the corporation is not in the best interest of the corporation, it may reject such proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors will have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer.

*Charter Amendment:*	Under the DGCL, a corporation may amend its certificate of incorporation upon the submission of a proposed amendment to stockholders by the board of directors and the subsequent receipt of the affirmative vote of a majority of its outstanding voting shares and the affirmative vote of a majority of the outstanding shares of each class of capital stock entitled to vote thereon as a class. The DGCL further provides the holders of the outstanding shares of a class of capital stock will be entitled to vote as a class upon a proposed amendment, whether or	Section 9-1 of the NJBCA provides that a corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. Section 9-2 of the NJBCA provides that a corporation’s certificate of incorporation may be amended or changed by a vote of the board of directors and a vote of a majority of the votes cast by shares entitled to vote, and in addition, if any class or series of


	Westchester	Valley
	not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. The Westchester charter provides that any amendment thereto must be approved by the Westchester board of directors and by the affirmative vote of the holders of a majority of the total votes eligible to be cast by the holders of all outstanding shares of Westchester common stock entitled to vote thereon. The Westchester charter also provides for a higher voting threshold for certain provisions of the Westchester charter related to limitations on beneficial ownership of Westchester stock, the Westchester board of directors and actions of stockholders without a meeting, indemnification provisions and provisions addressing the amendment of the Westchester charter, of not less than a majority of the Westchester board of directors, and if an interested stockholder exists, then not less than a majority of disinterested directors, or the affirmative vote of the holders of not less than two-thirds of the total votes eligible to be cast by the holders of all outstanding shares of Westchester common stock.	shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. The Valley charter provides that the Valley board of directors may amend the Valley charter without the approval of the Valley shareholders to authorize the issuance of one or more classes or series of preferred stock. The Valley charter further provides that a vote of at least 66²⁄₃% of the shares of either Valley Series A preferred stock or Valley Series B preferred stock must approve an amendment to the charter to authorize stock senior to such preferred stock or any amendment to the Valley charter that would adversely affect such preferred stock.

*Amendment of Bylaws:*	The DGCL provides that a bylaw amendment adopted by stockholders which specifies the vote that will be necessary for the election of directors cannot be further amended or repealed by	The Valley bylaws provide that they may be amended, altered, or repealed by the Valley shareholders or by the Valley board of directors, and that any bylaw adopted, amended or

Westchester

Valley

the board of directors of a corporation.

The Westchester charter provides that the Westchester board of directors is expressly authorized to make, alter, amend, rescind or repeal the Westchester bylaws, provided that any bylaw made by the Westchester board of directors may be amended by the holders of two-thirds of the shares of Westchester common stock entitled to vote thereon. The Westchester charter further provides that any bylaw containing a supermajority voting requirement may only be amended by a vote of the Westchester board of directors or Westchester stockholders entitled to vote thereon that is not less than the supermajority specified in such provision. The Westchester bylaws provide that the Westchester bylaws may be amended or repealed at any regular or special meeting of the entire Westchester board of directors by the vote of two-thirds of the members, provided, however, that (i) a notice specifying the change or amendment was given at a previous regular meeting and entered in the minutes of the Westchester board of directors; (ii) a written statement describing the change or amendment was made in the notice delivered to the directors of the meeting at which the change or amendment will be acted upon; and (iii) any Westchester bylaw made by the Westchester board of directors may be altered, amended, rescinded or repealed by the holders of shares of Westchester common stock entitled to vote thereon at any annual meeting or at any special meeting called for

repealed by the Valley shareholders may be adopted, amended or repealed by the Valley board of directors, unless the resolution of the shareholders adopting such bylaw expressly reserves to the Valley shareholders the right to amend or repeal it. Section 2-9 of the NJBCA provides that a board of directors may make, alter and repeal bylaws unless such power is reserved to the shareholders in the certificate of incorporation, but bylaws made by the board may be altered or repealed, and new bylaws made, by the shareholders and that shareholders may prescribe that any by-law made by them cannot be altered or repealed by the board of directors.


	Westchester	Valley
	that purpose in accordance with the percentage requirements set forth in the Westchester charter and Westchester bylaws. The DGCL also provides that, in an emergency, a corporation’s bylaws may be amended to make any provision that may be practical and necessary for the circumstances of the emergency. The emergency bylaws may be adopted by the board of directors or, if a quorum cannot be readily convened for a meeting, by a majority of the directors present.

*Business Combination Involving Interested Shareholders:*	Section 203 of the DGCL limits Westchester’s ability to enter into business combination transactions with any interested stockholder for three years following the interested stockholder’s stock acquisition date unless: (A) the board approves the business combination or the stock acquisition prior to the interested stockholder’s stock acquisition date; (B) upon completion of the transaction, the interested stock holder would own at least 85% of the outstanding shares of the corporation; or (C) the business combination is approved by the board and subsequently approved by the stockholder by a vote of at least two-thirds of the outstanding shares which are not owned by the interested stockholder. The Westchester charter requires the approval of not less than 80% of the total number of votes eligible to be cast by the holders of all outstanding shares of Westchester common stock, with the affirmative vote of at least 50% of the total number of votes eligible to be cast by the holders of all outstanding shares of Westchester common stock not	Sections 10A-1 through 10A-6 of the NJBCA, known as the New Jersey Shareholders Protection Act, limit certain transactions involving an “interested shareholder” and a “resident domestic corporation.” A resident domestic corporation is an issuer of voting stock organized under the NJBCA with its principal executive offices or significant business operations located in New Jersey. An interested shareholder is one that (1) beneficially owns, directly or indirectly, 10% or more of the outstanding voting stock of the resident domestic corporation or (2) is an affiliate or associate of the resident domestic corporation and at any time within the past five years beneficially owned, directly or indirectly, 10% or more of the voting power of the then outstanding stock of the resident domestic corporation. The New Jersey Shareholders Protection Act prohibits certain business combinations between an interested shareholder and a resident domestic corporation for five years following the interested shareholder acquiring its stock, unless the corporation’s board of


	Westchester	Valley
	beneficially owned by an interested stockholder (a person who owns 10% or more of the Westchester common stock) involved in a business combination transaction. These higher voting thresholds are not applicable to any business combination (and thus such business combinations will only require the affirmative vote as required by the DGCL) where: (i) the business combination has been approved by a majority of the Westchester board of directors without an interest in the transaction, or (ii) certain financial conditions are met.	directors approved the business combination prior to the interested shareholder’s stock acquisition date and a subsequent business combination is approved by (i) independent directors and (ii) a majority of the holders of a majority of the voting stock not beneficially owned by such interested shareholder. These provisions of the New Jersey Shareholders Protection Act do not apply to a business combination that is approved by the board of directors of that resident domestic corporation prior to that interested shareholder’s stock acquisition date or the transaction or where the series of related transactions which caused the person to become an interested shareholder was approved by the board of directors prior to the stock acquisition date and any subsequent business combinations are approved by the board of directors, provided that such directors are not affiliated with the interested shareholder. Pursuant to Section 10A-5 of the NJBCA, the prohibition on certain business combinations continues unless the combination is approved by the affirmative vote of two-thirds of the voting stock not beneficially owned by the interested shareholder, the combination is approved by the board prior to the interested shareholder’s stock acquisition date or certain fair price provisions are satisfied. The New Jersey Shareholders Protection Act applies to Valley.

*Special Meetings of Shareholders:*	The Westchester bylaws provide that special meetings of stockholders for any purpose or purposes, may be called at any time only by the chairman, or in the absence of a chairman by the	The Valley bylaws provide that special meetings of shareholders may be called by the chairman of the Valley board of directors, president, chief executive officer or by the majority of the Valley


	Westchester	Valley
	vice-chairman, president or chief executive officer or by resolution of at least three-fourths of the directors then in office. The Board may postpone or reschedule any previously scheduled special meeting of stockholders. The Westchester stockholders cannot call a special meeting.	board of directors, and may be called by the secretary upon written request of the holders of not less than 25% of the outstanding shares of Valley common stock that have been held for at least one year prior to the date of the request and continue to hold such shares through the record date. Section 5-3 of the NJBCA, provides that, upon the application of the holders of not less than 10% of all the shares entitled to vote at a meeting, the Superior Court of New Jersey may, for good cause shown, order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order.

*Shareholder Ability to Nominate Directors:*	The Westchester bylaws provide that nominations of individuals for election to the Westchester board of directors at an annual meeting may be made by any Westchester stockholder of record entitled to vote for the election of directors at such meeting who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in the Westchester bylaws. To be timely, a Westchester stockholder’s notice must be delivered to or received by Westchester’s Secretary not later than the following dates: (i) for an election of directors to be held at an annual meeting, not later than the close of business on the 90th day nor earlier than the 120th day in advance of the anniversary of the previous year’s annual meeting, if the current year’s meeting is to be held within 30 days of such anniversary; and (ii) for an annual meeting held at any other time or at a special	The Valley bylaws provide that any Valley shareholder who is a shareholder of record on the date of the giving of notice, as described below, and on the record date for the applicable meeting, may nominate directors by providing written notice to the secretary not later than 120 days nor earlier than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, provided that in the event that the annual meeting is not called for a date that is within 30 days of such anniversary date (or if a special meeting is called for the purpose of the election of directors), notice must be received by Valley’s Secretary not later than close of business on the 10th day following the day on which such notice of the date of the annual or special meeting is first publicly announced or disclosed. The written notice must contain certain


	Westchester	Valley
	meeting, the close of business on the 10th day following the earlier of: the day on which public announcement of the date of such meeting is first made, and the date on which notice of such meeting is first mailed, or otherwise given, to the Westchester stockholders. Such notice must contain certain information enumerated in the Westchester bylaws about the nominee and the Westchester stockholder making the proposal.	information enumerated in the Valley bylaws about the nominee and the Valley shareholder making the proposal, including, among other things, the nominee’s name, age, home and business address, citizenship, principal occupation, shares of Valley common stock beneficially owned as of the date of the nomination, any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required pursuant to SEC rules and regulations. Shareholder proposals intended for presentation at the annual meeting of shareholders must comply with respect to time of submission, contents, and otherwise with Rule 14a-8 of the Exchange Act.

*Shareholder Ability to Propose New Business:*	The Westchester bylaws provide for advance notice procedures for stockholder proposals other than stockholder nominations of director candidates. The Westchester bylaws provide that for any proposal of business to be considered at an annual meeting, it must be a proper subject for action by Westchester stockholders under the DGCL. To be timely, a Westchester stockholder’s notice must be delivered to or received by the secretary not later than the following dates: with respect to an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day in advance of the anniversary of the previous year’s annual meeting, if the current year’s meeting is to be held within 30 days prior to, on the anniversary date of, or after the anniversary of the previous year’s annual meeting; and for an	The Valley bylaws permit Valley shareholders to propose new business only at special meetings of the Valley shareholders called for such purpose. The Valley bylaws provide for advance notice procedures for shareholder proposals other than shareholder nominations of director candidates. The Valley bylaws require such notice to include: (i) certain information enumerated in the Valley bylaws about the proposing shareholder; (ii) a representation that the proposing shareholder is entitled to vote at the requested special meeting and intends to appear in person or by proxy at such meeting to propose such business; (iii) a representation as to whether the shareholder intends to deliver a proxy statement and/or form of proxy or otherwise solicit proxies in support of such proposal; (iv) a brief description of the business


		Westchester		Valley
		annual meeting at any different time, the close of business on the 10th day following the earlier of (i) the day on which public announcement of the date of such meeting is first made by Westchester and (ii) the date on which notice of such meeting is first mailed, or otherwise given, to the Westchester stockholders. A stockholder’s notice to the Secretary must set forth as to the matter the stockholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to be brought, the reasons for conducting such business and any material interest in such business of such Westchester stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (b) the name and address of the Westchester stockholder proposing such business; (c) the class and number of shares owned of record by the Westchester stockholder and the dates upon which he or she acquired such shares; (d) the identification of any person employed, retained, or to be compensated by the stockholder submitting the proposal, or any person acting on his or her behalf, to make solicitations or recommendations to stockholders for the purpose of assisting in the passage of such proposal, and a brief description of the terms of such employment, retainer or arrangement for compensation; (e) a representation that the Westchester stockholder is a holder of record of Westchester common stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such new business; (f) a representation whether the Westchester stockholder intends or is part of a		proposed; and (v) an affidavit stating the number of shares owned and agreeing to continue to own such shares through the record date for the special meeting and to update and supplement such affidavit as required by the Valley bylaws. The Valley bylaws require that such notice be dated and delivered to the secretary within 60 days of the earliest dated of such requests. A special meeting will not be held if: (i) the notice relates to an item of business that is not a proper subject for shareholder action under applicable law; (ii) the Valley board of directors has called or calls for an annual meeting of shareholders and the purpose of such annual meeting includes the purpose specified in the notice; (iii) the notice is delivered between 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; or (iv) an annual or special meeting was held not more than 12 months before the date when the notice was received which included the purpose of the specified request or a reasonably similar item.

100


	Westchester	Valley
	group which intends to (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of Westchester’s outstanding capital stock required to approve or adopt the proposal and/or (2) otherwise solicit proxies from stockholders in support of such proposal; and (g) all such other information regarding such proposal as would be required to be included in a proxy statement filed pursuant to SEC rules (whether or not Westchester is then subject to such rules).

*Shareholder Ability to Act by Written Consent:*	The Westchester charter provides that no action that is required or permitted to be taken by the Westchester stockholders at an annual or special meeting may be effected by written consent.	The Valley bylaws and charter do not address whether shareholders have the ability to act by written consent. Pursuant to Section 5-6 of the NJBCA, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except for approvals of a merger, or, other than the annual election of directors, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting.

*Indemnification of Directors and Officers; Insurance; Personal Liability:*	The Westchester charter provides that Valley must indemnify any person who is or was an officer, director, employee or agent of Westchester against any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by or in the right of Westchester) that	The Valley charter provides that Valley must indemnify its present and former officers, directors, employees, and agents and persons serving at its request against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, incurred in connection with any pending or threatened civil,

101

Westchester

Valley

occurs by reason of such person’s capacity or because he or she was serving at the request of Westchester as a director, officer, employee or agent of another entity against any costs, charges, expenses, judgments, fines and settlement amounts, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of Westchester, or in the case of a criminal action or proceeding, in which he or she had no reasonable cause to believe such conduct was unlawful. Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by Westchester in advance of the final disposition of the action, suit, or proceeding as authorized by the Westchester board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Westchester as authorized by the Westchester charter.

The Westchester charter allows Westchester to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of a corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such.

criminal administrative or investigative proceeding to the full extent permitted by the NJBCA. Section 3-5 of the NJBCA permits a New Jersey corporation, by including a provision in its certificate of incorporation, to eliminate the liability of directors or officers to the corporation or its shareholders for the breach of any duty owed to the corporation or its shareholders, except for any breach of duty based upon an act or omission (i) in breach of such person’s duty of loyalty to the corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law or (iii) resulting in receipt by the person of an improper personal benefit. In this context, an act or omission in breach of a director or officer’s duty of loyalty is defined as an act or omission which the director or officer knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest. The Valley charter adopts such exculpation provisions.

The Valley charter provides, to the fullest extent permitted by the NJBCA, that a director or officer will not be personally liable to Valley or the Valley shareholders for a breach of any duty owed to Valley or the Valley shareholders, unless such breach is of the duty of loyalty, not in good faith or involved a knowing violation of law, or resulted in receipt by such person of an improper personal benefit.

The Valley charter further provides that Valley has the power to purchase and maintain insurance on behalf of any persons

102

Westchester

Valley

Pursuant to Section 145 of the DGCL, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation.

The DGCL provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation’s request against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of actions taken, in third-party suits if the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, in the case of a criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful, and in derivative suits if the individual acted in good faith and has not been adjudged liable to the corporation. However, no indemnification may be paid for judgments and settlements in actions by or in the right of the corporation.

A corporation may not indemnify a current or former director or officer of the corporation against expenses to the extent the person is adjudged to be liable to the corporation unless a court approves the indemnity.

subject to liability as described above.

With respect to any derivative action, the Valley charter provides that Valley is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the New Jersey Superior Court or the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.

103


	Westchester	Valley

*Shareholders’ Rights of Dissent and Appraisal:*	Under Section 262 of the DGCL, a stockholder may seek appraisal for the fair value of his or her shares as appraised by the Delaware Court of Chancery in the event of certain mergers and consolidations. However, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, or on the record date with respect to action by written consent, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Further, no appraisal rights are available to stockholders of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) to (c). Appraisal rights are also available under the DGCL in certain other circumstances, including in certain parent-subsidiary corporation mergers and in certain circumstances where the certificate of incorporation so provides. The Westchester charter and Westchester bylaws do not provide for appraisal rights in any additional circumstance.	Pursuant to Section 11-1 et seq. of the NJBCA, dissenters’ rights are available in connection with: (A) a merger or consolidation to which the corporation is a party, unless the certificate of incorporation provides otherwise, or (B) any sale, lease or exchange or other disposition of all or substantially all of a corporation’s assets other than in the usual or regular course of business, unless the certificate of incorporation provides otherwise. A New Jersey corporation may provide in its certificate of incorporation that shareholders will have appraisal rights even in cases where the exceptions to the availability of appraisal rights discussed below exist. The Valley charter does not provide for such additional rights. The NJBCA does not confer appraisal rights to shareholders in connection with: (i) a merger or consolidation in which the corporation is a party if the merger does not require shareholder approval; under the NJBCA, shareholder approval for a merger or consolidation is required if the merger amends the certificate of incorporation, affects the outstanding shares of the surviving corporation or, if the number of voting or participating shares issued in connection with the merger or consolidation, when combined with shares already outstanding, would exceed by more than 40% the number of those shares outstanding immediately before the merger; (ii) the merger of the corporation into a wholly-owned subsidiary if certain conditions are met; (iii) (A) a merger or consolidation in which the corporation is a party or (B) a share exchange if (x) the shares held by the corporation’s shareholders are listed on a

104


	Westchester	Valley
		national securities exchange or are held of record by at least 1,000 holders or (y) in the case of a merger or consolidation, the corporation’s shareholders will receive (I) cash, (II) shares, obligations or other securities that will either be listed on a national securities exchange or held of record by not less than 1,000 holders or (III) a combination thereof; (iv) a sale, lease, exchange or other disposition of all or substantially all of a corporation’s assets if the shares held by the corporation’s shareholders are listed on a national securities exchange or are held of record by at least 1,000 holders; or (v) a dissolution transaction in which substantially all of a corporation’s net assets are to be distributed to its shareholders within one year after the date of the transaction, so long as the transaction is wholly for cash, shares, obligations or other securities which will be listed on a national securities exchange or held of record by not less than 1,000 holders or a combination thereof.

*Control Share Acquisition:*	No “control share acquisition,” “business combination moratorium,” “fair price” or other form of anti-takeover statute or regulation is applicable to Westchester under the DGCL.	No “control share acquisition,” “business combination moratorium,” “fair price” or other form of anti-takeover statute or regulation is applicable to Valley under the NJBCA.

105

LEGAL MATTERS

The validity of the Valley common stock to be issued in connection with the merger will be passed upon for Valley by Ronald H. Janis, Esq., Senior Executive Vice President, General Counsel and Corporate Secretary of Valley. As of August 6, 2021, Mr. Janis beneficially owns, or has the right to acquire, an aggregate of less than 0.01% of the outstanding Valley common stock.

Covington & Burling LLP and Goodwin Procter LLP will deliver at the effective time their opinions to Valley and Westchester, respectively, as to certain United States federal income tax consequences of the merger. Please see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”

106

EXPERTS

The audited annual consolidated financial statements of Valley as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020 have been incorporated by reference in this proxy statement/prospectus in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

107

OTHER MATTERS

As of the date of this proxy statement/prospectus, the Westchester board of directors does not know of any matters that will be presented for consideration at the Westchester special meeting other than as described in this proxy statement/prospectus. However, if any other matter properly comes before the Westchester special meeting or any adjournment or postponement thereof and is voted upon, the proposed proxies will be deemed to confer authority to the individuals named as authorized therein to vote the shares represented by the proxy as to any matters that fall within the purposes set forth in the notice of special meeting.

108

DEADLINES FOR SUBMITTING VALLEY SHAREHOLDER PROPOSALS

The NJBCA requires that the notice of shareholders’ meeting (for either a regular or special meeting) specify the purpose or purposes of the meeting. Thus, any substantive proposal, including shareholder proposals, must be referred to in Valley’s notice of annual meeting of shareholders in order for the proposal to be considered at a meeting of Valley’s shareholders.

Rule 14a-8 under the Exchange Act requires certain shareholder proposals to be included in the notice of meeting. Proposals of shareholders, including director nominations, which are eligible under Rule 14a-8 to be included in Valley’s year 2022 proxy material must be received by the Valley Corporate Secretary no later than November 8, 2021 nor earlier than October 9, 2021. If Valley changes its 2022 annual meeting date to a date more than 30 days from the anniversary of Valley’s 2022 annual meeting, then the deadline will be changed to a reasonable time before Valley begins to print and mail its proxy materials. If Valley changes the date of its 2022 annual meeting by more than 30 days from the anniversary of its 2021 annual meeting, Valley will so state in the first quarterly report on Form 10-Q that it files with the SEC after the date change, or will notify Valley shareholders by another reasonable method. The Valley bylaws require the shareholder proposal to set forth certain information to be included in the proxy material.

In addition, the Valley bylaws provide that for certain business to be brought properly before an annual meeting by a shareholder, including director nominations, the notice must be delivered to, or mailed and received by, the Valley Corporate Secretary no later than December 20, 2021 nor earlier than November 20, 2021. If Valley changes the date of its 2022 annual meeting by more than 30 days from the anniversary date of its 2021 meeting, notice must be received by the Valley Corporate Secretary no later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting is first publicly announced or disclosed. The Valley bylaws require the shareholder notice to set forth certain information as to the matter the Valley shareholder proposes to bring before the annual meeting.

All shareholder proposals should be sent to the attention of Corporate Secretary, Valley National Bancorp, One Penn Plaza, New York, NY 10119.

DEADLINES FOR SUBMITTING WESTCHESTER STOCKHOLDER PROPOSALS

Westchester does not anticipate holding a 2022 annual meeting of Westchester stockholders if the merger is completed by the fourth quarter of 2021. However, if the merger is not completed within the expected time frame, or at all, Westchester may hold an annual meeting of its stockholders in 2022.

The Westchester bylaws provide that stockholders proposals, including director nominations, intended for presentation at the 2022 annual meeting of Westchester stockholders must be, in order for the notice to be timely, delivered to or received by Kenneth D. Walter, Westchester’s Secretary, no later than January 21, 2022 nor earlier than December 23, 2021; provided, however, that if the date of the annual meeting has been changed by more than 30 days from the anniversary of its 2021 annual meeting of stockholders, a proposal must be received by the close of business of the 10th day following the earlier of: (i) the day on which the public announcement of the date of the 2022 annual meeting is first made by Westchester, and (ii) the date on which notice of such meeting is first mailed, or otherwise given, to stockholders. The Westchester bylaws require the stockholder proposal to set forth certain information as to the matter the Westchester stockholder proposes to bring before the annual meeting.

All stockholder proposals should be sent to the attention of Kenneth D. Walter, Secretary, The Westchester Bank Holding Corporation, 12 Water Street, White Plains, NY 10601.

109

WHERE YOU CAN FIND MORE INFORMATION

Valley has filed with the SEC a registration statement under the Securities Act that registers the offer and sale to Westchester stockholders of the shares of Valley common stock to be issued in connection with the merger. This proxy statement/prospectus is a part of that registration statement and constitutes the prospectus of Valley in addition to being a proxy statement for Westchester stockholders. The registration statement, including this proxy statement/prospectus and the attached exhibits, contains additional relevant information about Valley and Valley common stock.

Valley also files reports, proxy statements and other information with the SEC under the Exchange Act.

The SEC maintains a website that contains reports, proxy statements and other information about issuers, such as Valley, that file electronically with the SEC. The address of the site is www.sec.gov. The reports and other information filed by Valley with the SEC are also available at Valley’s website at www.valley.com. The reference to these websites are inactive textual references only, and the information provided on the SEC’s and Valley’s website is not a part of this proxy statement/prospectus and therefore is not incorporated by reference into this proxy statement/prospectus

The SEC allows Valley to incorporate by reference information in this proxy statement/prospectus. This means that Valley can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that Valley previously filed with the SEC. They contain important information about the companies and their financial condition.


Valley SEC Filings (SEC File No. 001-11277)		Period or Date Filed
Annual Report on Form 10-K		Year ended December 31, 2020, filed with the SEC on February 26, 2021 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 8, 2021, incorporated by reference therein).

Quarterly Reports on Form 10-Q		Quarter ended March 31, 2021, filed with the SEC on May 7, 2021, and Quarter ended June 30, 2021, filed with the SEC on August 6, 2021.

Current Reports on Form 8-K		Filed with the SEC on April 21, 2021, May 28, 2021 and June 29, 2021 (other than those portions of the documents deemed to be furnished and not filed).

Description of Valley common stock		The description of the Valley common stock is contained in Valley’s registration statement on Form 8-A filed on October 9, 2018, including any amendment or report filed for the purpose of updating such description.

In addition, Valley also incorporates by reference additional documents that it files with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date the offering is terminated, provided that Valley is not incorporating by reference any information furnished to, but not filed with, the SEC.

110

Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Valley has been provided by Valley and information contained in this proxy statement/prospectus regarding Westchester has been provided by Westchester.

Documents incorporated by reference into this proxy statement/prospectus are available from Valley, without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. You can obtain documents incorporated by reference into this proxy statement/prospectus or other relevant corporate documents referenced in this proxy statement/prospectus related to Valley by requesting them in writing or by telephone at the following address and phone number:

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

Attention: Tina Zarkadas

Telephone: (973) 305-3380

Westchester does not have a class of securities registered under Section 12 of the Exchange Act, or listed on a public exchange, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

The Westchester Bank Holding Corporation

12 Water Street

White Plains, New York 10601

Attention: Kenneth D. Walter

Telephone: (914) 368-9919

These documents are available without charge upon written or oral request. To obtain timely delivery of these documents, you must request them no later than [●], 2021 in order to receive them before the Westchester special meeting. If you request any documents from Valley or Westchester, Valley or Westchester will mail them to you by first class mail, or another equally prompt means, within one business day after receiving your request.

111

Annex A

AGREEMENT AND PLAN OF MERGER

Dated as of June 29, 2021

Between

VALLEY NATIONAL BANCORP

and

THE WESTCHESTER BANK HOLDING CORPORATION

TABLE OF CONTENTS


ARTICLE I—THE MERGER			A-1

	1.1	The Merger	A-1
	1.2	Effect of the Merger	A-1
	1.3	Certificate of Incorporation	A-1
	1.4	Bylaws	A-1
	1.5	Directors and Officers	A-2
	1.6	Business Development Board	A-2
	1.7	Closing Date, Closing and Effective Time	A-2
	1.8	The Bank Merger	A-2

ARTICLE II—CONVERSION OF WESTCHESTER COMMON STOCK AND OPTIONS			A-2

	2.1	Conversion of Westchester Common Stock; Exchange Ratio; Cash in Lieu of Fractional Shares.	A-2
	2.2	Exchange of Shares	A-3
	2.3	Treatment of Westchester Stock Options	A-5
	2.4	Valley Shares	A-6
	2.5	Tax Consequences	A-6
	2.6	Reservation of Right to Revise Structure	A-6

ARTICLE III—REPRESENTATIONS AND WARRANTIES OF WESTCHESTER			A-6

	3.1	Corporate Organization	A-7
	3.2	Capitalization	A-8
	3.3	Authority; No Violation	A-9
	3.4	Financial Statements	A-10
	3.5	Financial Advisor Fees and Other Fees.	A-11
	3.6	Absence of Certain Changes or Events	A-11
	3.7	Legal Proceedings	A-12
	3.8	Taxes and Tax Returns	A-12
	3.9	Employees and Benefit Plans	A-14
	3.10	Reports	A-17
	3.11	Compliance with Applicable Law	A-17
	3.12	Certain Contracts	A-18
	3.13	Assets.	A-19
	3.14	Properties and Insurance.	A-19
	3.15	Minute Books	A-20
	3.16	Environmental Matters	A-20
	3.17	Reserves	A-21
	3.18	No Excess Parachute Payments.	A-21
	3.19	Agreements with Bank Regulators	A-22
	3.20	Transactions with Affiliates and Insiders	A-22
	3.21	Reports; Internal and Disclosure Controls	A-22
	3.22	Loan Matters	A-23
	3.23	Intellectual Property	A-24
	3.24	Antitakeover Provisions	A-25
	3.25	Indemnification	A-25
	3.26	Reorganization	A-25
	3.27	Investment Securities; Borrowings; Deposits	A-25
	3.28	Questionable Payments	A-26
	3.29	Anti-Money Laundering Laws	A-26

A-i


	3.30	OFAC	A-26
	3.31	No Investment Adviser Subsidiary	A-27
	3.32	No Broker-Dealer Subsidiary	A-27
	3.33	No Insurance Subsidiary	A-27
	3.34	Statements True and Correct	A-27

ARTICLE IV—REPRESENTATIONS AND WARRANTIES OF VALLEY			A-27

	4.1	Corporate Organization	A-28
	4.2	Capitalization	A-28
	4.3	Authority; No Violation	A-29
	4.4	Financial Statements.	A-30
	4.5	Brokerage Fees	A-30
	4.6	Absence of Certain Changes or Events	A-30
	4.7	Valley Common Stock	A-30
	4.8	Legal Proceedings	A-31
	4.9	Taxes and Tax Returns	A-31
	4.10	Valley Benefit Plans	A-31
	4.11	Compliance with Applicable Law