Leading Independent Proxy Advisory Firms ISS, Glass Lewis and Egan-Jones
Recommend Sterling Bancorp Shareholders Vote FOR Proposed Merger with
Provident New York Bancorp
NEW YORK, Sept. 17, 2013
NEW YORK, Sept. 17, 2013 /PRNewswire/ -- Sterling Bancorp (NYSE: STL;
"Sterling" or "the Company"), the parent company of Sterling National Bank,
today announced that three leading independent proxy voting advisory firms,
Institutional Shareholder Services (ISS), Glass Lewis & Co. and Egan-Jones
Proxy Services, have recommended that Sterling shareholders vote "FOR"
Sterling's proposed merger with Provident New York Bancorp.
As previously announced on April 4, 2013, Sterling Bancorp and Provident New
York Bancorp (NYSE: PBNY) entered into a definitive merger agreement in a
stock-for-stock transaction. The merger is expected to close in the fourth
calendar quarter of 2013, subject to approval by the shareholders of both
companies, regulatory approval and other customary closing conditions.
The Sterling Board of Directors recommends that the Company's shareholders
vote "FOR" the merger proposal. Each shareholder's vote is important. All
Sterling shareholders of record at August 12, 2013 are encouraged to vote by
internet, telephone or mail. Shareholders who have any questions about voting
should contact Georgeson Inc. at (800) 509-0957.
Approval of the merger will be voted upon at the Company's annual meeting of
shareholders, to be held on Thursday, September 26, 2013, at 10:00 A.M.
Eastern Time at 3 West 51st Street, New York, New York 10019. Sterling Bancorp
shareholders of record will be entitled to vote at the meeting.
About Sterling Bancorp
Sterling Bancorp (NYSE: STL) is a New York City-based financial corporation
with assets of $2.7 billion.
Forward Looking Statements
The information presented herein contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 giving
Sterling Bancorp's expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically identified
by words such as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "prospects" or "potential," by future
conditional verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and uncertainties which
change over time. Forward-looking statements speak only as of the date they
are made and we assume no duty to update forward-looking statements.
In addition to factors previously disclosed in Provident's and Sterling's
reports filed with the Securities and Exchange Commission, the following
factors among others, could cause actual results to differ materially from
forward-looking statements: ability to obtain regulatory approvals and meet
other closing conditions to the merger, including approval by Provident and
Sterling shareholders, on the expected terms and schedule; delay in closing
the merger; difficulties and delays in integrating the Provident and Sterling
businesses or fully realizing cost savings and other benefits; business
disruption following the proposed transaction; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or revenues or
to implement integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; changes in Provident's
stock price before closing, including as a result of the financial performance
of Sterling prior to closing; the reaction to the transaction of the
companies' customers, employees and counterparties;and the impact, extent and
timing of technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory actions
Additional Information for Stockholders
In connection with the proposed merger with Provident, Provident has filed
with the Securities and Exchange Commission ("SEC") a Registration Statement
on Form S-4 (Registration No. 333-189098) that includes a definitive joint
proxy statement of Provident and the Company and a prospectus of Provident,
which has been mailed to the Company's shareholders. SHAREHOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the
proxy statement/prospectus and other filings containing information about
Provident and Sterling at the SEC's website at www.sec.gov. The joint proxy
statement/prospectus and the other filings may also be obtained free of charge
at Provident's website at www.providentbanking.com under the tab "Investor
Relations," and then under the heading "SEC Filings" or at the Company's
website at www.snb.com under the tab "Investor Relations," and then under the
heading "SEC Filings."
Provident, the Company and certain of their respective directors and executive
officers, under the SEC's rules, may be deemed to be participants in the
solicitation of proxies of Provident and the Company's shareholders in
connection with the proposed merger. Information about the directors and
executive officers of Provident and their ownership of Provident common stock
is set forth in the proxy statement for Provident's 2013 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on January 10, 2013.
Information about the directors and executive officers of the Company and
their ownership of our common stock as well as additional information
regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the joint
proxy statement/prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as described in the
SOURCE Sterling Bancorp
Contact: John Tietjen, Chief Financial Officer, Sterling Bancorp,
firstname.lastname@example.org, 212.757.8035; Edward Nebb, Investor
Relations, Comm-Counsellors, LLC, email@example.com, 203.972.8350
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