Printer Friendly

FIRST FIDELITY TO ACQUIRE VILLAGE FINANCIAL IN WESTCHESTER COUNTY FOR $66 MILLION

 LAWRENCEVILLE, N.J., and PORT CHESTER, N.Y., Feb. 23 /PRNewswire/ -- First Fidelity Bancorporation (NYSE: FFB), of Lawrenceville, and Village Financial Services, Ltd. (NASDAQ: VIFS), of Port Chester, today jointly announced a definitive agreement under which First Fidelity will purchase Village Financial for approximately $66 million in cash and stock.
 Under the agreement, the holders of Village Financial common stock will receive for each share a $28.35 value with 60 percent or $17.01 in cash and 40 percent or $11.34 in newly-issued First Fidelity common stock, subject to adjustment under certain circumstances. The price represents about 123 percent of Village Financial's book value of $23.01 per share at Dec. 31, 1992.
 Village Financial, a one bank holding company with $813 million in assets, operates the $560 million-deposit Village Bank with nine offices and 52,000 accounts in Westchester County and Riverdale, N.Y.
 "Village is a well-positioned consumer bank in one of the most attractive markets in the greater New York/New Jersey metropolitan area," Tony Terracciano, First Fidelity chairman and chief executive officer, said.
 "Importantly, it will help us enhance the service we began to provide last year in Westchester County through First Fidelity Bank, New York, as well as strengthen our arc of service which ultimately will extend from northern New Jersey to Fairfield County in Connecticut."
 Edmund C. Grainger Jr., chairman and chief executive officer of Village Financial, said, "We are pleased with our new partner. First Fidelity can help us expand service while preserving our strong local community relationships.
 "First Fidelity is providing our shareholders a fair price as well as a chance to participate in its earnings growth through stock ownership," Grainger continued. "This transaction is in the best interests of all: Village Financial shareholders, customers, employees and the communities we serve."
 Terracciano explained that the proposed acquisition, which will be accounted for as a purchase, meets all of First Fidelity's criteria for such transactions. The transaction, expected to close in the third quarter of the year, will be non-dilutive in terms of First Fidelity's earnings per share by year-end. The transaction will be funded by First Fidelity through the exercise of previously-issued options by Banco Santander and from cash reserves.
 The exact number of First Fidelity common shares that will be exchanged for each share of Village Financial common will be set during a pricing period prior to closing and will reflect First Fidelity's average market price per share during that period. The number of shares of First Fidelity common stock to be exchanged per share of Village Financial common stock will not be less than 497,207 nor exceed 607,668. The transaction is subject to a number of closing conditions, including no material adverse change in Village Financial's condition.
 Village Financial has granted First Fidelity an option to purchase 463,000 newly-issued shares of Village Financial common stock at $23.25 per share, exercisable under certain circumstances.
 The transaction has been approved by the boards of directors of both First Fidelity and Village Financial and must be approved by the holders of Village Financial's common stock as well as the regulatory authorities. Sandler O'Neill & Partners, L.P., Village Financial's adviser, has provided the board of directors of Village Financial a fairness opinion on the consideration to be received by Village Financial shareholders in the transaction. A proxy statement setting out the details of the proposed transaction will be circulated to Village Financial shareholders.
 Village Financial's principal subsidiary, the New York state- chartered Village Bank operates branches in the following Westchester County communities: Bedford, Mamaroneck, North White Plains, Pleasantville, Port Chester, Rye, Rye Brook and Rye Town as well as in Riverdale. First Fidelity operates branches in Hartsdale, New Rochelle, Yonkers and White Plains, all in Westchester County. It also operates an office in Riverdale.
 First Fidelity entered the Westchester County market last June when it acquired five offices of American Savings Bank from the Federal Deposit Insurance Company. First Fidelity organized First Fidelity Bank, N. A., New York, to operate these offices.
 In late December, First Fidelity and Northeast Bancorp, Inc., announced an agreement under which First Fidelity would acquire Northeast and its principal subsidiary, Union Trust Company, of Stamford, Conn., the state's third largest commercial bank with $2.6 billion in deposits. This transaction, subject to the approval of Northeast shareholders and the regulators, is expected to close in the second quarter of this year.
 With $31 billion in assets and $27 billion in deposits, First Fidelity is the largest banking organization headquartered in New Jersey and among the 25 largest banking companies in the United States. It operates more than 550 banking offices through its principal banking affiliates, the First Fidelity banks in New Jersey and New York, and Fidelity Bank of Philadelphia, Merchants Bank of Allentown, and Merchants Bank (North) of Wilkes-Barre in Pennsylvania.
 /delval/
 -0- 2/23/93
 /CONTACT: Paul J. Levine (media), 201-565-2949, or Laura A. Schaible (analysts), 201-565-3397, both of First Fidelity Bancorporation, or Robert H. Jones of Village Financial (media and analysts), 914-934-8235/
 (FFB VIFS)


CO: First Fidelity Bancorporation; Village Financial Services, Ltd. ST: New Jersey, New York IN: FIN SU: TNM

MK -- PH006 -- 9304 02/23/93 09:59 EST
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Feb 23, 1993
Words:870
Previous Article:CRSS SUBSIDIARY AWARDED CONTRACT FOR DESIGN OF BUSH PRESIDENTIAL LIBRARY
Next Article:CABOT MEDICAL ANNOUNCES FIRST QUARTER SALES AND EARNINGS
Topics:


Related Articles
FIRST FIDELITY BANCORPORATION OF NEW JERSEY TO ACQUIRE NORTHEAST BANCORP, INC. OF CONNECTICUT FOR $29 MILLION
NATWEST EXPANDS IN WESTCHESTER
COMPTROLLER APPROVES MERGER OF VILLAGE BANK INTO FIRST FIDELITY UNIT AS VILLAGE FINANCIAL SERVICES SHAREHOLDERS OK ACQUISITION BY FFB
FIRST FIDELITY COMPLETES ACQUISITION OF VILLAGE FINANCIAL
PEOPLES WESTCHESTER SHAREHOLDERS APPROVE MERGER WITH FIRST FIDELITY
FIRST FIDELITY TO ACQUIRE SAVINGS BANK OF ROCKLAND FOR $5.85 MILLION
FIRST FIDELITY COMPLETES ACQUISITION OF PEOPLES WESTCHESTER
CONVERSION VALUES SET IN FIRST FIDELITY-PEOPLES WESTCHESTER MERGER
FIRST FIDELITY BUYS 4 BRANCHES OF MARYLAND'S JOHN HANSON FSB FROM RTC
/REPEATING FROM FRIDAY'S FILE/

Terms of use | Copyright © 2017 Farlex, Inc. | Feedback | For webmasters