Webster + Sterling

Creating Scale, Unlocking Growth and Value

• Uniting strong banks with complementary strategies to create a powerhouse Northeast player with $63 billion in assets and $52 billion in deposits
  
  
• Unlocking compelling revenue growth opportunities in commercial lending, health savings, fee-based businesses and consumer and digital banking
  
  
• Delivering exceptional financial performance and accretion: 17% pro forma ROATCE, 1.40% pro forma ROAA, >20% GAAP EPS accretion to Webster, >10% GAAP EPS accretion to Sterling, and $440M in annual pro forma excess capital generation
  
  
• Maintaining shared values and commitments to customers, communities, shareholders and employees

WATERBURY, Conn. and PEARL RIVER, New York, April 19, 2021 (GLOBE NEWSWIRE) -- Webster Financial Corporation (NYSE: WBS) ("Webster") and Sterling Bancorp (NYSE: STL) ("Sterling") jointly announced today that their boards of directors have approved by unanimous vote a definitive agreement under which the two companies will combine in an all-stock merger of equals transaction with a total market value of approximately $10.3 billion.

Under the terms of the agreement, Sterling will merge into Webster, and Sterling's shareholders will receive a fixed exchange ratio of 0.463 of a Webster share for each share of Sterling stock they own. Following the closing of the transaction, Webster shareholders will own approximately 50.4% of the combined company, and Sterling shareholders will own approximately 49.6%, on a fully diluted basis.

The combined company will retain the Webster name, establish a new corporate headquarters in Stamford, CT, and have a continued multi-campus presence in the greater New York City area and Waterbury, CT.

The pro forma company will be a powerhouse player in the Northeast with highly differentiated businesses in commercial banking, health savings and consumer and digital banking. Enhanced scale will unlock growth and value across each of these business lines.

• Commercial banking unlocks a diversified, multi-billion dollar opportunity to grow regional and national C&I, commercial real estate and Sponsor & Specialty loans through expanding existing relationships and new clients.
• HSA Bank, a division of Webster Bank and a top national provider of health savings accounts nationally, will benefit from increased capacity for growth and investment.
• Consumer, small business and direct banking will benefit from local density and increased investment in digital capabilities.