Banking & Financial Services Alert

On May 7, 2014, 1st United Bancorp, Inc. (“1st United”), the bank holding company of 1st United Bank, based in Boca Raton, Florida, entered into an agreement to be acquired through a merger with Valley National Bancorp (“Valley”), the holding company of Valley National Bank, based in Wayne, New Jersey.

Upon consummation, common shareholders of 1st United will receive 0.89 of a share of Valley common stock (NYSE: VLY) for each 1st United common share (Nasdaq: FUBC) they own, subject to certain adjustments. The transaction is valued at an estimated $312 million, based on Valley’s closing stock price immediately prior to the announcement of the merger.

Gunster’s banking and financial services and securities and corporate governance teams represented 1st United in negotiating the acquisition and associated SEC and bank regulatory matters.

1st United Bank, with approximately $1.7 billion in assets, $1.2 billion in loans, and $1.4 billion in deposits, has a 21 branch network covering the most attractive urban banking markets in Florida, including locations throughout southeast Florida, the Treasure Coast, central Florida and central Gulf Coast regions.

The merger should result in a combined entity with total consolidated assets in excess of $18.1 billion, $12.9 billion in loans, $12.7 billion in deposits, and 225 branches after closing.

The transaction is subject to, among other things, customary regulatory approvals, Valley shareholder approval to amend Valley’s certificate of incorporation to increase the number of authorized shares of common stock and 1st United shareholder approval of the merger.

The parties anticipate the merger will close in the fourth quarter of this year.

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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 11 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, The Florida Keys, Vero Beach and its headquarters in West Palm Beach. With more than 160 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 350 largest law firms. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com.

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