Sterling Bancorp and Hudson Valley Holding Corp. Receive OCC Approval for Merger

MONTEBELLO, NY and YONKERS, NY--(Marketwired - June 29, 2015) - Sterling Bancorp (NYSE: STL) and Hudson Valley Holding Corp. (NYSE: HVB) jointly announced today that they have received the approval of the Office of the Comptroller of the Currency to consummate the merger of Hudson Valley with and into Sterling. The transaction was previously approved by the shareholders of both companies, as well as the Board of Governors of the Federal Reserve System. Subject to the satisfaction of the remaining conditions set forth in the Agreement and Plan of Merger, dated as of November 4, 2014 between Sterling and Hudson Valley, the merger is expected to be completed on June 30, 2015. The merger agreement provides that, upon consummation of the merger, each share of Hudson Valley common stock will be converted into the right to receive 1.92 shares of Sterling common stock.

The combined company will operate under the Sterling Bancorp name and its principal banking subsidiary will operate under the name Sterling National Bank. Upon completion of the merger, the company will have approximately $11.2 billion in assets, $6.9 billion in gross loans, and deposits of more than $8.4 billion, and have a footprint spanning New York City, Westchester County, the Hudson Valley, Long Island and New Jersey.

Jack L. Kopnisky, President and CEO of Sterling Bancorp, stated, "We are excited by the opportunity to combine the strengths of Hudson Valley Holding Corp. and Sterling Bancorp, and build on our growth as a high performance regional bank. Together, we enjoy a solid position in the attractive New York City metropolitan region, deep commercial lending expertise, a cost-efficient deposit base -- along with talented and dedicated teams of associates with a commitment to serving our clients and communities. We look forward to completing the merger with Hudson Valley and moving forward together to deliver on our potential for growth, performance, client service and shareholder value."

Stephen R. Brown, President and CEO of Hudson Valley, commented, "We look forward to becoming part of the Sterling Bancorp franchise. Joining forces will enable us to offer a wider range of product and service offerings and deliver value for our customers, communities and stockholders. We are pleased to be combining two banks that share consistent core values and a relationship-based approach to customers."

About Sterling Bancorp

Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families, and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. Additional information is available at: www.sterlingbancorp.com.

About Hudson Valley Holding Corp.

Through its Hudson Valley Bank subsidiary, headquartered in Yonkers, N.Y., Hudson Valley Holding Corp (NYSE: HVB) serves small- and mid-sized businesses, professional services firms, not-for-profit organizations and their principals throughout metropolitan New York. The Company focuses on building strategic relationships with its niche customers, providing a full range of banking, deposit, financing, trust and investment management services. With $3.2 billion in assets, $2.9 billion in deposits and 28 branches, Hudson Valley is the largest bank headquartered in Westchester County. Its common stock is traded on the New York Stock Exchange and is a Russell 3000® Index component. More information is available at www.hudsonvalleybank.com.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this communication are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling'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. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Hudson Valley and Sterling, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Sterling's and Hudson Valley'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 meet closing conditions to the merger on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling and Hudson Valley 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 Sterling's stock price before closing, including as a result of the financial performance of Hudson Valley 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 or the Office of the Comptroller of the Currency and legislative and regulatory actions and reforms.

For any forward-looking statements made in this communication, Sterling claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof. Sterling does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward- looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this communication and attributable to Sterling, Hudson Valley or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this communication.