Per FNFG's quarterly report of 10/23/2015, its tangible book value is $6.84/sh. Have you a basis saying that it's about $4/sh? As the saying goes, you're entitled to your own opinion...but not your own facts.
You'll get .68 share of KEY for each FNFG share you own (1,000 shares of FNFG will become 680 shares of KEY) plus $2.30 per FNFG share, effective the closing date of the merger. The value of your FNFG shares will fluctuate over time, as will the KEY shares, so the total value to you is unknowable until the closing date--unless you sell your FNFG shares at some point prior to the closng.
I'm among those who are disappointed at the share price that FNFG has fetched (although the actual price won't be known until the deal closes). But I must admit that when FNFG was hovering in the $7 to $9 range there was no reason to believe that the bank would earn its way to the current level in this timeframe. I'd guess that there aren't many longtime FNFG stock holders who showed their confidence in the bank by adding to their holdings in the $7 to $9 range; I didn't. We got to the $10+ level based on buyout speculation, not based on the improvement in the bank's performance.
If $10.40 really was viewed as a steal by KEY, we wouldn't be seeing that stock taking the hit it has. Clearly, FNFG has been a huge, multi-year disappointment. There was little reason to believe that it was going to reverse course anytime soon & reward shareholders based on its merits. So we take the selling price & turn the page or move on & join up with KEY shareholders.
I listened to the NYCB presentation & Q&A concerning the AF deal. If you believe that the AF purchase & NYCB's debt restructuring will enable NYCB's share price over the long term to increase annually more than the $0.32 annual decrease in the divvy then you might see the deal as a long term positive (which I do).
It was quite annoying, however, to hear the CFO repeatedly refer to the divvy cut as "a slight adjustment." Had the divvy been raised by $0.08/qtr instead of being cut by that amount he no doubt would have trumpeted the change as a significant increase! In view of the fact that NYCB's dividend has been such a central part of its story for years, it would have been far better had management been more forthright about the significance of the cut, their awareness of the disappointment & pain that the cut would entail for many shareholders, but their conviction that it would be in the best interest of the shareholders. Rather than the "slight adjustment" bs.
No one wants to see a dividend cut, especially when the divvy has been the major selling point of this stock for years. But that's the point. NYCB has been pretty much stuck in neutral for years. It's reliance on high cost borrowed funds, its commitment to keeping the $0.25 dividend & the persistence of the low interest rate environment & resultant pressure on the NIM all have worked to keep NYCB from growing in any meaningful way and have kept earnings at a level that barely exceeded the divvy.
Dilution & a divvy cut are tough pills to swallow, but AF will provide NYCB with much needed low cost deposits, the increase in shares will substantially reduce the reliance on borrowed funds, and the reduced divvy will significantly increase working capital. AF's recent entry into NYCB multi-family lending niche is a good fit, as is the geographic overlap of the two franchises & the opportunity for cost savings.
All in all, for the long-term investor in NYCB, I think it's a good deal. Over the near term...not so much.
Walters exercised an option on 383K shares (at $12.30/sh) for about $4.7 million on 6/17 & immediately sold them (at $16.08/sh) for about $6.1 million. Daukas' sale represented less than 10% of his holdings. Neither case should, in itself, be cause for concern for shareholders.