 Continuing the Expansion of our Franchise in New Jersey through the Proposed Acquisition of Synergy Financial Group, Inc. May 14, 2007 Filed by New York Community Bancorp, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company Synergy Financial Group, Inc. Commission File No. 0-50467 |
 |
 2
Other Required Legal Disclosures This presentation does not constitute an offer to sell or a solicitation of an offer to
buy any securities. New York Community Bancorp, Inc. will file a registration statement containing a proxy statement/prospectus, and other relevant
documents concerning the proposed transaction, with the U.S. Securities and
Exchange Commission (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
IT CONTAINS 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. |
 3
Transaction Summary Synergy Financial Group, Inc. (SYNF) None assumed Revenue synergies: 45% Estimated cost savings: Fourth Quarter 2007 Expected closing: Tax-free exchange Transaction structure: Fixed at 0.80 of a share of NYB for each SYNF share Exchange ratio: 100% NYB Common Stock Form of consideration: Approximately $168.4 million Transaction value: $14.18 (a) Purchase price per share: (a) Based on our closing stock price of $17.73 on 5/11/07. |
 4
Transaction Summary (cont’d.) SYNF SYNF’s shareholders and customary regulatory approvals Required approvals: Immediately accretive to diluted GAAP and cash EPS and to tangible book value per share Estimated financial impact: Completed Due diligence: $6 million Termination fee: Core deposit intangible of 3.50% (amortized over sum-of-the-years digits) Estimated core deposit intangible: $11 million after tax Estimated restructuring charge: |
 5
Expands our Franchise in New Jersey Significant Cost Savings and Revenue Enhancement Opportunities Strategic Rationale Strengthens our market share in New Jersey. - Adds 21 branches in three counties of NJ, giving us 53 branches in all (a) . - Improves our market rank in Union County from 19th to 9th. - Strengthens our position in Monmouth and Middlesex counties. Complements the 24 NJ branches we acquired through our PennFed acquisition on April 2nd. Provides deposits of approximately $678 million, including $271 million of core deposits. Attractive market demographics, with an average household income of $70,124. SYNF had an efficiency ratio of 78.3% in 1Q 2007, in contrast to our 40.7%. Anticipated cost savings of approximately 45% (to be fully realized in 2008). Cash flows generated through the post-merger repositioning of certain acquired assets are expected to fund the production of higher-yielding loans and/or be used to replace our higher-cost wholesale funding. (a) Includes branches scheduled to open in 2Q 2007. |
 6
Attractive Transaction Pricing Low Execution Risk Strategic Rationale (cont’d.) Expected to be
immediately accretive to our diluted GAAP and cash earnings per share.
Expected to be immediately accretive to our tangible book value per share. Price to tangible book value = 1.6x Core deposit premium (a) = 12.3% Total deposit premium = 10.2% We have a strong integration track record, with six merger transactions completed since November 2000. Proximity to PennFed’s franchise will facilitate the integration process. Pro formas reflect achievable cost savings. A shared focus on community banking, with a customer base consisting of consumers and businesses. (a) Calculated as transaction value less tangible book value divided by total deposits less
CDs > $100,000. |
 7
Upon completion, our franchise will grow to 219 locations in the Metro New York region, including 53 in New Jersey. Source: SNL Financial and SEC Filings. 6/30/06 data. a) Pro forma for the Doral branch acquisition. b) Reflects our acquisition of PFSB on 4/2/07. c) Excludes branches opened after 6/30/06. NYB (a) PFSB (b) SYNF NYB Deposits by County 0.84 123,999 3 Union, NJ 0.72 126,172 2 Middlesex, NJ 0.95 132,685 3 Monmouth, NJ 1.23 138,693 3 Ocean, NJ 1.42 279,965 6 Hudson, NJ 6.11% $967,395 15 Essex, NJ Market Share Deposits Branches County SYNF Deposits by County (c) 0.56 78,176 3 Monmouth, NJ 0.85 149,201 5 Middlesex, NJ 2.90% $430,638 10 Union, NJ Market Share Deposits Branches County (dollars in thousands) |
 8
The transactions will strengthen our market share in three NJ counties. Source: SNL Interactive Union County, NJ Deposits Mkt. Share Rank Institution Branches ($mm) (%) 1 Wachovia Corp. (NC) 32 4,723 31.82 2 Bank of America Corp. (NC) 30 1,425 9.60 3 Commerce Bancorp Inc. (NJ) 13 998 6.72 4 Sovereign Bancorp Inc. (PA) 22 915 6.17 5 Union County Savings Bank (NJ) 4 851 5.73 6 Investors Bancorp Inc. (MHC) (NJ) 11 846 5.70 7 PNC Financial Services Group (PA) 15 751 5.06 8 Center Bancorp Inc. (NJ) 8 627 4.22 9 PRO FORMA 13 555 3.74 9 JPMorgan Chase & Co. (NY) 7 434 2.92 10 Synergy Finl Group Inc. (NJ) 10 431 2.90 19 New York Community Bancorp (NY) 3 124 0.84 TOTAL 215 14,846 100.00 Middlesex County, NJ Deposits Mkt. Share Rank Institution Branches ($mm) (%) 1 Wachovia Corp. (NC) 26 2,956 16.80 2 PNC Financial Services Group (PA) 31 2,721 15.47 3 Bank of America Corp. (NC) 34 1,870 10.63 4 Amboy Bancorporation (NJ) 12 1,613 9.17 5 Provident Financial Services (NJ) 23 1,415 8.05 6 Commerce Bancorp Inc. (NJ) 13 1,246 7.08 7 Sovereign Bancorp Inc. (PA) 17 1,208 6.87 8 Washington Mutual Inc. (WA) 6 446 2.54 9 Bessemer Group Inc. (NJ) 1 376 2.14 10 Magyar Bancorp Inc. (MHC) (NJ) 4 332 1.89 13 PRO FORMA 7 275 1.57 18 Synergy Finl Group Inc. (NJ) 5 149 0.85 21 New York Community Bancorp (NY) 2 126 0.72 TOTAL 256 17,589 100.00 Monmouth County, NJ Deposits Mkt. Share Rank Institution Branches ($mm) (%) 1 Wachovia Corp. (NC) 34 2,432 17.42 2 Sovereign Bancorp Inc. (PA) 28 1,882 13.48 3 Bank of America Corp. (NC) 38 1,474 10.56 4 Commerce Bancorp Inc. (NJ) 17 1,352 9.69 5 PNC Financial Services Group (PA) 23 1,165 8.35 6 Investors Bancorp Inc. (MHC) (NJ) 9 928 6.65 7 Hudson City Bancorp Inc. (NJ) 5 792 5.67 8 Central Jersey Bancorp (NJ) 13 393 2.81 9 Provident Financial Services (NJ) 10 377 2.70 10 Capital One Financial Corp. (VA) 5 367 2.63 16 PRO FORMA 6 211 1.51 21 New York Community Bancorp (NY) 3 133 0.95 24 Synergy Finl Group Inc. (NJ) 3 78 0.56 TOTAL 269 13,958 100.00 |
 9
The transaction features attractive pricing. 2.19x 1.63x Price / tangible book value 2.03x 1.62x Price / book value Northeast Thrifts (a) NYB - SYNF 22.9% 12.3% Core deposit premium 15.5% -- -- 10.2% Total deposit premium 16.6x Price / estimated 2008 diluted EPS + cost savings (b)(c) 17.3x Price / estimated 2007 diluted EPS + cost savings (b)(c) (a) Includes transactions since 1/1/2004 in the Mid-Atlantic and New England regions with a thrift as the seller and a deal value between $100 million and $500 million. (b) Reflects management’s estimates for diluted EPS. (c) Assumes 45% cost savings. |
 10 SYNF has established a solid community banking franchise. (a) SYNF #10 – Union County, NJ Significant market share 19 in three New Jersey counties (b) Branches $271 million Core deposits $678 million Deposits $760 million Loans $967 million Assets (a) Data at or for the quarter ended 3/31/07. (b) Excludes branches scheduled to open in 2Q 2007. |
 11 SYNF has solid asset quality and capital measures. (a) 0.07 Net charge-offs / average loans Capital Measures: Asset Quality Measures: 10.25% Tangible equity / tangible assets 12.72 Total risk-based capital ratio 0.78 Allowance for loan losses / total loans 0.04% Non-performing assets / total assets (a) Data at or for the quarter ended 3/31/07. |
 12 Savings 7.6% CDs 60.0% NOW & Money Market 21.5% Non-interest- bearing 10.9% C&I 7.5% Construction 1.1% CRE 37.0% 1-4 Family 16.2% Multi-family 7.1% Consumer 31.1% Total: $678 Million Total: $760 Million SYNF’s Deposit and Loan Composition Deposits (a) Loans (a) (a) At 3/31/07. |
 13 The transaction is consistent with our growth-through- acquisition strategy. Strengthens our franchise and market share in New Jersey Complementary to the PennFed acquisition Provides cost-effective deposits to fund loan growth Provides opportunities for significant cost savings Post-merger balance sheet repositioning provides further opportunities to enhance
profitability Features favorable pricing on most transaction metrics Immediately accretive to diluted GAAP and cash EPS and tangible book value per share Low execution risk |