Filed by New York Comunity Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: New York Community Bancorp, Inc.
Commission File No. 1-31565
On June 27, 2003, New York Community Bancorp, Inc., a Delaware
corporation, and Roslyn Bancorp, Inc., a Delaware corporation, jointly issued
the following press release:
FOR IMMEDIATE RELEASE
Contact: Ilene A. Angarola
First Senior Vice President
Investor Relations
New York Community Bancorp, Inc.
(516) 683-4420
Contact: Mary M. Feder
Vice President
Investor Relations
Roslyn Bancorp, Inc.
(516) 942-6150
NEW YORK COMMUNITY BANCORP, INC. AND ROSLYN BANCORP, INC.
ANNOUNCE A STRATEGIC MERGER VALUED AT $1.579 BILLION
GREATER THAN 10% ACCRETION IN DILUTED GAAP EPS EXPECTED IN 2004;
SECURITIES PORTFOLIO TO BE DOWNSIZED BY $3.5 BILLION;
UP TO 5.0 MILLION SHARES AUTHORIZED FOR REPURCHASE BY NYCB BOARD OF DIRECTORS
- Creates the NY Metro region's largest community bank, with a
pro forma market cap of $5.4 billion
- Is immediately accretive to both GAAP and cash earnings
- Combines a premier asset generator with a premier deposit
accumulator
- Strengthens the company's capacity for capital generation and
capital management initiatives
- Increases deposit market share in Brooklyn, Queens, and Long
Island
- $3.5 billion downsizing of the securities portfolio reduces
leverage at an opportune time
- Creates a significant opportunity for shareholder value
creation
Westbury and Jericho, N.Y., June 27, 2003 - New York Community Bancorp, Inc.
(NYSE: NYB) and Roslyn Bancorp, Inc. (Nasdaq: RSLN) today announced the signing
of a definitive agreement under which the two companies will combine in a
strategic merger. The transaction, which is valued at approximately $1.579
billion, is expected to close in the fourth quarter of 2003, pending shareholder
and regulatory approval, and to be immediately accretive to diluted earnings per
share.
Under the terms of the agreement, which has been unanimously approved by the
Boards of Directors of both companies, Roslyn Bancorp ("Roslyn") will merge with
and into New York Community Bancorp ("New York Community") and The Roslyn
Savings Bank will operate as a division of New York Community Bank. Shareholders
of Roslyn will receive 0.75 of a share of New York Community common stock in
exchange for each share of Roslyn
stock held at the merger date. The transaction, which is tax-free to Roslyn's
shareholders, values each share of Roslyn at $20.33, based on New York
Community's closing price of $27.10 at June 26, 2003.
- continued -
2
New York Community Bancorp and Roslyn Bancorp to Combine in Strategic Merger
Upon the signing of the agreement, the Board of Directors of New York Community
also increased its existing share repurchase authorization to enable the Company
to repurchase up to 5.0 million shares of its common stock over the next twelve
months.
The combined company is expected to have assets of approximately $20.0 billion,
including loans of approximately $9.0 billion and securities of approximately
$11.8 billion. The company expects to implement a strategic balance sheet
restructuring plan, including a $3.5 billion reduction in the securities
portfolio.
The combined company will also have a network of 145 banking offices in New York
City, Long Island, Westchester County (New York), and New Jersey with total
deposits of approximately $11.3 billion, including core deposits of
approximately $6.0 billion. In addition to 23 branches on Staten Island, where
New York Community Bank already ranks second among all financial institutions,
with a 22% share of deposits, the combined company will now have 32 branches in
Queens County, where it will rank fourth among all financial institutions, with
a 9.4% deposit share. On Long Island and in Brooklyn, the combined company will
now have 59 and 9 branches, respectively, contributing to its pro forma rank as
the New York Metro region's fourth largest financial institution, with a 7.6%
deposit share.
Under the agreement and plan of merger, Joseph R. Ficalora will continue to
serve as President and Chief Executive Officer of the combined company. Joseph
L. Mancino, Vice Chairman, President, and Chief Executive Officer of Roslyn, and
Michael F. Manzulli, current New York Community Chairman, will serve as
Co-Chairmen of the Board. New York Community will have eleven Board members,
including Executive Vice President and Chief Lending Officer James J. O'Donovan,
who was appointed to the Board of Directors on June 26, 2003. Mr. Mancino will
be one of five members of the Roslyn Board of Directors to join the Board of
Directors of the combined company.
Commenting on the merger, Mr. Ficalora stated, "We are very excited about the
prospects for this combined company to grow earnings and market share. The
merger joins two friendly competitors to create a powerhouse multi-family lender
and a premier accumulator of deposits within the attractive metro New York
marketplace. It also joins two highly efficient companies whose managements have
a successful record of post-merger integrations; between us, we've completed
seven merger transactions, each one exceeding expectations with regard to
earnings accretion and cost savings achieved.
"Like our acquisition of Haven, announced three years ago today, and our merger
with Richmond County, announced nine months later, the Roslyn deal will be
immediately accretive to earnings and provide us with a platform for significant
capital growth," Mr. Ficalora said. "Furthermore, it provides an opportunity to
significantly enhance shareholder value, which is, consistently, the driving
force behind every action we take."
- continued -
3
New York Community Bancorp and Roslyn Bancorp to Combine in Strategic Merger
"Building on the success we achieved in connection with our two prior merger
transactions," Mr. Ficalora continued, "we will once again implement a strategic
balance sheet restructuring plan. The first step will be a reduction in
securities of about $3.5 billion, with the resultant cash flows used to reduce
wholesale borrowings. Notwithstanding the downsizing, we expect our 2004 diluted
GAAP earnings per share to reflect approximately 10.0% accretion, including
anticipated pre-tax cost savings of $30.8 million within the first year. The
result will be a more flexible company with higher quality assets and far less
exposure to extension and interest rate risk. In addition, the restructuring
will position us well to grow earnings through the production of high-quality
loans funded by the cash flows from lower-yielding securities," Mr. Ficalora
said.
"We are very pleased to align our company with New York Community Bancorp,"
commented Joseph L. Mancino, Roslyn Bancorp's Vice Chairman, President, and
Chief Executive Officer. "We believe this is an excellent opportunity to combine
two premier institutions for the benefit of our shareholders and customers,
alike. The proposed merger clearly illustrates our Board's commitment to
enhancing shareholder value. New York Community Bancorp is highly regarded by
the financial community, has a demonstrated capacity to generate earnings
growth, and is focused on providing substantial shareholder returns. Roslyn
brings to the table an exceptional deposit gathering franchise and a loyal
customer base. Together we will create the NY Metro region's largest community
bank when measured by market capitalization and build a platform for continued
momentum in shareholder returns."
Also commenting on the merger, New York Community Bancorp Chairman Michael F.
Manzulli stated, "I look forward to partnering with Joe Mancino and his
colleagues from Roslyn to extend New York Community's significant record of
asset and earnings growth. In the two years since Richmond County made a similar
move, we have created significant value for both companies' investors, and have
significantly expanded the services we offer to our customers and communities.
We look forward to achieving more of the same through the proposed merger with
Roslyn and to welcoming their customers to the New York Community banking
family."
In connection with the merger agreement, New York Community and Roslyn have each
been issued an option to purchase, under certain circumstances, up to 19.9% of
the other's common stock.
New York Community and Roslyn will conduct a conference call on Friday, June 27,
2003, at 9:00 a.m. Eastern Time, to elaborate on the strategic and financial
implications of the merger. Details about the conference call and simultaneous
web cast appear on the following page.
- continued -
4
New York Community Bancorp and Roslyn Bancorp to Combine in Strategic Merger
Access Code for Dial-in and Replay: 387994
Dial-in (Domestic): (800) 289-0529
(International): (913) 981-5523
Replay: June 27 (Noon) - June 30 (5:00 p.m.)
(Domestic): (888) 203-1112
(International): (719) 457-0820
The conference call will be simultaneously webcast at www.myNYCB.com and
www.roslyn.com, and archived through 5:00 p.m. on June 30th.
New York Community Bancorp, Inc. is the $12.0 billion holding company for New
York Community Bank and the sixth largest thrift in the nation, based on current
market capitalization. The company serves its customers through a network of 110
banking offices in New York City, Long Island, Westchester County (New York),
and New Jersey, and currently operates through six community divisions: Queens
County Savings Bank, Richmond County Savings Bank, CFS Bank, First Savings Bank
of New Jersey, Ironbound Bank, and South Jersey Bank. In addition to operating
the largest supermarket banking franchise in the New York Metro region, with 54
in-store branches, the Bank is one of the leading producers of multi-family
loans in New York City. Additional information about the Company is available at
www.myNYCB.com.
Roslyn Bancorp, Inc. is the $10.9 billion holding company for The Roslyn Savings
Bank and is among the five largest publicly traded thrift institutions in New
York. The Bank operates 37 full service branches throughout Nassau and Suffolk
counties on Long Island and the New York City boroughs of Brooklyn, Queens, and
the Bronx. Additional information about the Company is available at
www.roslyn.com.
New York Community Bancorp and Roslyn Bancorp will be filing a joint proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission (the "SEC").
WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by New York
Community Bancorp will be available free of charge from the Investor Relations
Department at New York Community Bancorp, Inc., 615 Merrick Avenue, Westbury, NY
11590. Documents filed with the SEC by Roslyn Bancorp will be available free of
charge from the Investor Relations Department at Roslyn Bancorp, Inc., One
Jericho Plaza, Jericho, NY 11753.
- continued -
5
New York Community Bancorp and Roslyn Bancorp to Combine in Strategic Merger
The directors, executive officers, and certain other members of management of
New York Community Bancorp and Roslyn Bancorp may be soliciting proxies in favor
of the merger from the companies' respective shareholders. For information about
these directors, executive officers, and members of management, shareholders are
asked to refer to the most recent proxy statements issued by the respective
companies, which are available on their web sites and at the addresses provided
in the preceding paragraph.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK FACTORS
This release, and the associated conference call, web cast, other written
materials, and statements management may make, may contain certain
forward-looking statements regarding the Company's prospective performance and
strategies within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies, and expectations of the Company, are generally
identified by use of the words "plan," "believe," "expect," "intend,"
"anticipate," "estimate," "project," or other similar expressions. The Company's
ability to predict results or the actual effects of its plans and strategies is
inherently uncertain. Accordingly, actual results may differ materially from
anticipated results.
The following factors, among others, could cause the actual results of the
merger to differ materially from the expectations stated in this release and the
associated conference call and web cast: the ability of the companies to obtain
the required shareholder or regulatory approvals of the merger; the ability to
effect the proposed restructuring; the ability of the companies to consummate
the merger; the ability to successfully integrate the companies following the
merger; a materially adverse change in the financial condition of either
company; the ability to fully realize the expected cost savings and revenues;
and the ability to realize the expected cost savings and revenues on a timely
basis.
Other factors that could cause the actual results of the merger to differ
materially from current expectations include a change in economic conditions;
changes in interest rates, deposit flows, loan demand, real estate values, and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation and regulation; and other economic, competitive, governmental,
regulatory, geopolitical, and technological factors affecting the companies'
operations, pricing, and services.
The Company undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.