New York Community Bancorp, Inc. to Acquire Synergy Financial Group, Inc.

  
    
  
  
    
      New York Community Bancorp, Inc. (NYSE: NYB):
    
    
      Transaction Highlights
    
    
      
        Earnings-accretive: Immediately accretive to NYB’s 
        diluted GAAP and cash earnings per share.
      
    
    
      
        Capital-accretive: Immediately accretive to NYB’s 
        tangible book value per share.
      
    
    
      
        Expands the franchise: Adds 20 branches to NYB’s 
        franchise in central New Jersey.
      
    
    
      
        Increases market share: Boosts NYB’s 
        market position from 19th to 9th in Union County, while strengthening 
        its market share in the counties of Monmouth and Middlesex.
      
    
    
      
        Attractive transaction metrics: Core deposit premium = 12.3%; 
        total deposit premium = 10.2%; price to tangible book value = 
        1.6x.
      
    
    
      
        Enhances profitability: Significant opportunities for cost 
        savings and profitable deployment of post-merger cash flows into 
        multi-family and other higher-yielding loans.
      
    
    
      New York Community Bancorp, Inc. (NYSE: NYB), the $30.3 billion holding 
      company for New York Community Bank and New York Commercial Bank, and 
      Synergy Financial Group, Inc. (NASDAQ/Global Market: SYNF) (“Synergy”), 
      the $966.5 million holding company for Synergy Bank, today announced the 
      signing of a definitive agreement pursuant to which Synergy will merge 
      with and into New York Community Bancorp.
    
    
      The proposed transaction will add 20 branches to New York Community 
      Bancorp’s franchise in New Jersey, where it 
      currently has 32 branches, including 24 branches that were acquired on 
      April 2, 2007 in connection with its acquisition of PennFed Financial 
      Services, Inc., the parent company of Penn Federal Savings Bank. The 
      combined New Jersey franchise will have 52 branches serving customers in 
      six counties, including 28 in the central New Jersey counties of Union, 
      Monmouth, and Middlesex. On a pro forma basis, the addition of Synergy’s 
      20 branches will boost New York Community Bancorp’s 
      market rank from 20 to 10 in these three counties, combined.
    
    
      Under the terms of the agreement, which has been unanimously approved by 
      the Boards of Directors of both companies, Synergy shareholders will 
      receive 0.80 of a share of New York Community Bancorp common stock in a 
      tax-free exchange for each share of Synergy common stock held at the 
      closing date. Based on New York Community Bancorp’s 
      closing price of $17.73 on May 11, 2007, the transaction values each 
      share of Synergy at $14.18. The transaction has an approximate value of 
      $168.4 million, representing approximately 1.6 times Synergy’s 
      tangible book value at March 31, 2007. In addition, the transaction 
      value represents a 12.3% core deposit premium and a total deposit 
      premium of 10.2% at that date.
    
    
      Consistent with New York Community Bancorp’s 
      history of accretive transactions, the acquisition is expected to be 
      immediately accretive to its diluted GAAP and cash earnings per share. 
      The transaction is expected to be completed in the fourth quarter of 
      2007, pending the approval of Synergy’s 
      shareholders and the approval of state and federal regulatory agencies. 
      In connection with their approval of the definitive agreement, the 
      directors and certain executive officers of Synergy, who 
      collectively own approximately 11.6% of its shares outstanding, have 
      each entered into a voting agreement in favor of the transaction.
    
    
      Synergy was advised by Sandler O’Neill & 
      Partners, L.P. in the transaction, and legal counsel was provided by 
      Malizia Spidi & Fisch, PC. Bear, Stearns & Co. Inc. served 
      as advisor to New York Community Bancorp and Muldoon Murphy & 
      Aguggia LLP served as legal counsel.
    
    
      Commenting on the transaction, Joseph R. Ficalora, Chairman, President, 
      and Chief Executive Officer of New York Community Bancorp, stated, “We 
      are very excited by this opportunity to strengthen our presence in 
      central New Jersey, and by the extent to which Synergy’s 
      branches complement those we acquired in our recent transaction 
      with PennFed. With 155 branches in New York alone, and our growing 
      franchise in New Jersey, we are increasingly well positioned to serve 
      our customers throughout the Metro New York region, and to compete in 
      this highly attractive marketplace.
    
    
      “It also is worth noting that Synergy shares 
      our commitment to community banking, a fact that will surely facilitate 
      the integration of our banks. We look forward to serving their customer 
      base, to the addition of their deposits, and to the opportunity to 
      generate cash flows for investment in higher-yielding assets through the 
      post-merger repositioning of our combined balance sheet. In addition, 
      the Synergy transaction fulfills the first requirement of any 
      transaction we engage in: It will be immediately accretive to the Company’s 
      diluted earnings per share. Furthermore, the transaction will be 
      immediately accretive to our tangible book value per share,” 
      Mr. Ficalora said.
    
    
      John S. Fiore, President and Chief Executive Officer of Synergy, stated, “Today’s 
      announcement is in line with our commitment to enhancing 
      shareholder value, and to the customers and the communities we have 
      enjoyed serving for so many years. By joining New York Community--one of 
      the premier community banks in the Metro New York region--we are 
      providing our investors with an opportunity to realize greater returns 
      on their investment, and our customers with access to a significantly 
      broader menu of products and services. In addition, the proximity of our 
      branches to PennFed’s in Monmouth, Union, and 
      Middlesex Counties will mean greater convenience for our customers as 
      well as New York Community’s.
    
    
      “I also am very pleased to report that, in 
      connection with our agreement with New York Community Bancorp, the Board 
      of Directors of Synergy has elected to forego certain payments in favor 
      of increasing the quarterly cash dividend to be paid to Synergy’s 
      shareholders from $0.06 to $0.07 per share. The increase will take 
      effect in the second quarter of 2007,” Mr. 
      Fiore said.
    
    
      Company Profiles
    
    
      New York Community Bancorp, Inc.
    
    
      With assets of $30.3 billion (including those acquired in the recent 
      PennFed transaction), New York Community Bancorp, Inc. is the holding 
      company for New York Community Bank and New York Commercial Bank, and 
      the leading producer of multi-family loans for portfolio in New York 
      City. The fourth largest thrift depository in its market, New York 
      Community Bank has 160 offices serving New York City, Long Island, and 
      Westchester County in New York and Essex, Union, Hudson, Monmouth, 
      Ocean, and Middlesex Counties in New Jersey, and operates through eight 
      local divisions: Queens County Savings Bank, Roslyn Savings Bank, 
      Richmond County Savings Bank, Roosevelt Savings Bank, CFS Bank, First 
      Savings Bank of New Jersey, Ironbound Bank, and Penn Federal Savings 
      Bank. New York Commercial Bank currently has 27 branches serving 
      Manhattan, Queens, Brooklyn, Westchester County, and Long Island, 
      including 17 branches of Atlantic Bank. Additional information about New 
      York Community Bancorp, Inc. and its bank subsidiaries is available at www.myNYCB.com 
      and www.NewYorkCommercialBank.com.
    
    
      Synergy Financial Group, Inc.
    
    
      Synergy Financial Group, Inc. is the $966.5 million holding company for 
      Synergy Bank and Synergy Financial Services, Inc. The Company provides a 
      diversified line of products and financial services to individuals and 
      small to mid-size businesses through a network of 20 branch offices 
      located in Middlesex, Monmouth, and Union Counties in New Jersey. An 
      additional branch office is scheduled to open in Mercer County in 
      June 2007. Additional information about Synergy Financial Group, Inc. 
      and its subsidiaries is available at www.synergyonthenet.com.
    
    
      This press release does not constitute an offer to sell or a 
      solicitation of an offer to buy any securities. The proposed transaction 
      will be submitted to Synergy’s stockholders 
      for their consideration. New York Community Bancorp, Inc. will file a 
      registration statement containing a proxy statement/prospectus that will 
      be sent to Synergy’s stockholders, and other 
      relevant documents concerning the proposed transaction, with the U.S. 
      Securities and Exchange Commission (the “SEC”). 
      Synergy will file relevant documents concerning the proposed transaction 
      with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT 
      CONTAINING THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT 
      DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT 
      INFORMATION.
    
    
      Investors will be able to obtain these documents free of charge at the 
      SEC’s web site (www.sec.gov). 
      In addition, documents filed with the SEC by New York Community Bancorp, 
      Inc. will be available free of charge from the Investor Relations 
      Department, New York Community Bancorp, Inc., 615 Merrick Avenue, 
      Westbury, New York 11590. Documents filed with the SEC by Synergy will 
      be available free of charge from the Corporate Secretary, Synergy 
      Financial Group, Inc., 310 North Avenue East, Cranford, New Jersey 07016.
    
    
      The directors, executive officers, and certain other members of 
      management of Synergy Financial Group, Inc. may be soliciting proxies in 
      favor of the transaction from the company’s 
      shareholders. For information about these directors, executive officers, 
      and members of management, please refer to Synergy’s 
      proxy statement for the 2007 Annual Meeting of Stockholders, 
      which is available on its web site and on the SEC’s 
      web site, and at the address provided in the preceding paragraph.
    
    
      Safe Harbor Provisions of the Private 
      Litigation Reform Act of 1995
    
    
      This release, like other written and oral communications presented by 
      New York Community Bancorp, Inc. and Synergy Financial Group, Inc. (the “Companies”) 
      and their authorized officers, may contain certain forward-looking 
      statements within the meaning of Section 27A of the Securities Act of 
      1933, as amended, and Section 21E of the Securities Exchange Act of 
      1934, as amended.
    
    
      The Companies intend such forward-looking statements to be covered by 
      the safe harbor provisions for forward-looking statements contained in 
      the Private Securities Litigation Reform Act of 1995, and are including 
      this statement for purposes of said safe harbor provisions.
    
    
      Forward-looking statements, which are based on certain assumptions, 
      may be identified by their reference to future periods and include, 
      without limitation, those statements relating to the anticipated effects 
      of the transaction between the Companies. The following factors, 
      among others, could cause the actual results of the transaction and the 
      expected benefits of the transaction to the combined company and to the 
      Companies’ shareholders to differ materially 
      from the expectations stated in this release: the ability of the 
      Companies to consummate the transaction; a materially adverse change in 
      the financial condition or results of operations of either company; the 
      ability of New York Community Bancorp, Inc. to successfully integrate 
      the assets, liabilities, customers, systems, and any management 
      personnel it may acquire into its operations pursuant to the 
      transaction; and the ability to realize the related revenue synergies 
      and cost savings within the expected time frames.
    
    
      In addition, factors that could cause the actual results of the 
      transaction to differ materially from current expectations include, but 
      are not limited to, general economic conditions and trends, 
      either nationally or locally in some or all of the areas in which the 
      Companies and their customers conduct their respective businesses; 
      conditions in the securities markets or the banking industry; changes in 
      interest rates, which may affect the Companies’ 
      net income, the level of prepayment penalties and other future cash 
      flows, or the market value of their assets; changes in deposit flows, 
      and in the demand for deposit, loan, and investment products and other 
      financial services in the Companies’ local 
      markets; changes in the financial or operating performance of the 
      Companies’ customers’ 
      businesses; changes in real estate values, which could impact the 
      quality of the assets securing the Companies’ 
      loans; changes in the quality or composition of the Companies’ 
      loan or investment portfolios; changes in competitive pressures among 
      financial institutions or from non-financial institutions; changes in 
      the customer base of either company; potential exposure to unknown or 
      contingent liabilities of companies targeted for acquisition, or 
      in the process of being acquired, by New York Community Bancorp, Inc; 
      the Companies’ timely development of new 
      lines of business and competitive products or services within existing 
      lines of business in a changing environment, and the acceptance of such 
      products or services by the Companies’ 
      customers; any interruption or breach of security resulting in failures 
      or disruptions in customer account management, general ledger, deposit, 
      loan, or other systems; the outcome of pending or threatened litigation 
      or of other matters before regulatory agencies, or of matters resulting 
      from regulatory exams, whether currently existing or commencing in the 
      future; environmental conditions that exist or may exist on properties 
      owned by, leased by, or mortgaged to the Companies; changes in estimates 
      of future reserve requirements based upon the periodic review thereof 
      under relevant regulatory and accounting requirements; changes in 
      banking, securities, tax, environmental protection, and insurance law, 
      regulations, and policies, and the ability to comply with such changes 
      in a timely manner; changes in accounting principles, policies, 
      practices, or guidelines; changes in legislation and regulation; 
      operational issues stemming from and/or capital spending necessitated by 
      the potential need to adapt to industry changes in information 
      technology systems, on which the Companies are highly dependent; changes 
      in the monetary and fiscal policies of the U.S. Government, including 
      policies of the U.S. Treasury and the Federal Reserve Board; war or 
      terrorist activities; and other economic, competitive, governmental, 
      regulatory, and geopolitical factors affecting the Companies’ 
      operations, pricing, and services. Additionally, the timing and 
      occurrence or non-occurrence of events may be subject to circumstances 
      beyond the Companies’ control.
    
    
      It also should be noted that New York Community Bancorp, Inc. 
      routinely evaluates opportunities to expand through acquisition and 
      frequently conducts due diligence activities in connection with such 
      opportunities. As a result, acquisition discussions and, in some cases, 
      negotiations, may take place in the future, and acquisitions involving 
      cash, debt, or equity securities may occur.
    
    
      Readers are cautioned not to place undue reliance on these 
      forward-looking statements, which speak only as of the date of this 
      release. Except as required by applicable law or regulation, the 
      Companies disclaim any obligation to update any forward-looking 
      statements.