Sterling Bancorp and Astoria Financial Corporation Announce Plans to Merge, Creating a High Performing Regional Bank

March 7, 2017

Sterling Bancorp (NYSE: STL) ("Sterling") and Astoria Financial Corporation (NYSE: AF) ("Astoria") announced today that they have entered into a definitive merger agreement in a stock-for-stock transaction valued at approximately $2.2 billion, based on the closing price of Sterling Bancorp common stock on March 6, 2017.

The merger agreement calls for a fixed exchange of 0.875 shares of Sterling common stock for each share of Astoria common stock. The resulting purchase price of $21.92 per Astoria share represents an 18.6% premium to Astoria's share price as of the close of business on March 6, 2017. Upon closing, Sterling stockholders will own approximately 60% of the combined company and Astoria stockholders will own approximately 40%.

The strategic combination will create a high performing regional bank with a diversified business mix, serving the needs of business owners and consumers in the greater New York City metropolitan area. The resulting institution, to be known as Sterling Bancorp, will be the sixth largest regional bank in the New York City area in terms of deposits. Upon completion of the merger, the resulting company will have approximately $29 billion in assets, $20 billion in loans and $19 billion in deposits, with a diversified commercial lending focus, solid capital foundation, and broad footprint in a dynamic and growing marketplace.

Read the full press release on our Investor Relations website.

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