ORIT/GFLSUpdated Transaction Analysis

Private and Confidential 

December 26, 2007 

**EXHIBIT 99.1**

 

**GENERAL INFORMATION AND LIMITATIONS**

**This presentation, and the oral or video presentation that supplements it, have been developed by and are proprietary to Sandler O'Neill & Partners, L.P. and were prepared exclusively for the benefitand internal use of the recipient. Neither the printed presentation nor the oral or video presentation that supplements it, nor any of their contents, may be reproduced, distributed or used forany other purpose without the prior written consent of Sandler O'Neill & Partners, L.P.**

**The analyses contained herein rely upon information obtained from the recipient or from public sources, the accuracy of which has not been verified, and cannot be assured, by Sandler O'Neill & Partners,L.P.  Moreover, many of the projections and financial analyses herein are based on estimated financial performance prepared by or in consultation with the recipient and are intended only to suggest reasonable ranges of results.  Finally,the printed presentation is incomplete without the oral or video presentation that supplements it.**

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**This material is protected under applicable copyright laws and does not carry any rights of publication or disclosure.**

 

ORIT/GFLS Updated Transaction Analysis

**-4.56%**

*Transaction Overview*

1 Based upon floating exchange ratio of 1.3129 and ORIT 20 day average closing stock price of $16.30 as of November 8, 2007  

2 Based upon fixed exchange ratio of 1.4588 and ORIT closing stock price of $13.30 on December 21, 2007 

3 Based on management’s estimates 

4 Core deposits equal total deposits less certificates of deposit greater than $100,000 

5 Based upon GFLS closing stock price of $13.80 on November 9, 2007

3

 

**-4.56%**

*Overview of Exchange Ratio Structure*

1 Based upon fixed exchange ratio of 1.4588 and ORIT closing stock price of $13.30 on December 21, 2007

ORIT/GFLS Updated Transaction Analysis

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Floating exchange rate stabilizes offer price per share at $21.40 in light

of a falling ORIT stock price

Below the bottom collar – a 20 day closing average ORIT price of

$14.67 - the exchange ratio becomes fixed at 1.4588

Declining stock compensation below the collar is mitigated by a

fixed cash portion of $8.56 per share

Cash portion is 40% of the offer price per share at $21.40 and

increases in relative value as Oritani’s stock price declines

below the collar

Result is that, while Oritani’s stock is down nearly 10.4% since

announcement, the deal value per share is only down 5.6%

Cash portion is now 42.4% of the offer price per share of

$20.201

 

*Overview of Exchange Ratio Structure*

ORIT/GFLS Updated Transaction Analysis

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Value of Merger Consideration v. Selected Indices Since Announcement – 11/14/07 to 12/21/07

**-4.56%**

Source: SNL Financial

**$20.20**

**(3.6%)**

**(7.0%)**

**(7.4%)**

ORIT/GFLS Updated Transaction Analysis

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ORIT Comparative Price Performance Since Announcement – 11/14/07 to 12/21/07

**-4.56%**

ORIT Comparables: Comparable Regional MHCs included in Sandler O’Neill’s Fairness Opinion: Northwest Bancorp Inc. (MHC), Investors Bancorp Inc. (MHC), Beneficial Mutual Bancorp (MHC), Kearny FinancialCorp. (MHC), Clifton Savings Bancorp Inc. (MHC), and Fox Chase Bancorp Inc. (MHC) 

Source: SNL Financial

**(10.4%)**

**(11.3%)**

**(3.6%)**

**(0.7%)**

**$20.20**

ORIT/GFLS Updated Transaction Analysis

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**-4.56%**

GFLS Comparative Price Performance Prior to Announcement – 11/13/07 to 12/21/07

**22.6%**

**(13.2%)**

**(5.0%)**

**(2.4%)**

GFLS Comparables: Comparable Regional companies included in Sandler O’Neill’s Fairness Opinion: Suffolk Bancorp, Peapack-Gladstone Financial, Smithtown Bancorp Inc., Republic First Bancorp Inc., Firstof Long Island Corp., Center Bancorp Inc., Unity Bancorp Inc., BCB Bancorp Inc., Stewardship Financial Corp., and Community Partners Bancorp.  

Source: SNL Financial

ORIT/GFLS Updated Transaction Analysis

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**-4.56%**

1 Nationwide transactions with an announced deal value between $100 million and $500 million 

2 All transactions announced in Q4  2007 with a deal value greater than $15 million  

Source: SNL Financial

*Merger Market Update*

ORIT/GFLS Updated Transaction Analysis

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Transaction multiples of Q4 comparable deals1 are falling across the board

relative to Q3 deals

Median Price / LTM EPS has dropped from 23.8x in Q3 to 22.3x in Q4.

Median Price / Book Value has dropped from 208% in Q3 to 202% in Q3

Median Price / Tangible Book Value has dropped from 232% in Q3 to 228%

in Q4

Core Deposit Premium has dropped from 21.5% in Q3 to 17.2% in Q4

Market Premium has dropped from 29.9% in Q3 to 19.3% in Q4

M&A transactions nationwide are down in Q4, with only 19 deals announced

through December 21, 2007, compared to 42 deals in Q2 and 43 in Q32

Updated deal multiples as of Oritani’s closing stock price on December 21, 2007

still place this deal above all comparable nationwide medians1 in Q4 and several

multiples in Q3

Deal Price / LQA EPS: 23.0x

Deal Price / Book Value: 247%

Deal Price / Tangible Book Value: 295%

Core Deposit Premium: 17.2%

Market Premium: 46.4%

 

**-4.56%**

Comparable transactions included in Sandler O’Neill’s fairness opinion; All Mid-Atlantic transactions since January 1, 2006 with an announced deal value greater than $100 million and less than $500million. 

1 Applies GFLS’s last quarter annualized earnings per share of $0.88 

Source: SNL Financial

*Selected Mid-Atlantic Bank & Thrift Transactions*

ORIT/GFLS Updated Transaction Analysis

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All New Jersey bank and thrift transactions greater than $15 million in announced deal value since January 1, 2003 

Sandler O’Neill + Partners advised on all highlighted deals 

Source: SNL Financial

*New Jersey Banks and Thrift Transactions Since January 1, 2003*

ORIT/GFLS Updated Transaction Analysis

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1 Applies GFLS’s last quarter annualized earnings per share of $0.88 

2 Based upon GFLS closing stock price of $13.80 as of November 9, 2007 

Source: SNL Financial

*Comparative New Jersey Transaction Analysis*

ORIT/GFLS Updated Transaction Analysis

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**-4.56%**

*Second-Step Conversions Since January 1, 1995*

Source: SNL Financial

ORIT/GFLS Updated Transaction Analysis

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**-4.56%**

*Second-Step Conversions Since January 1, 1995*

Source: SNL Financial

ORIT/GFLS Updated Transaction Analysis

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**-4.56%**

*Second-Step Conversions Since January 1, 1995*

Source: SNL Financial

ORIT/GFLS Updated Transaction Analysis

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*MHC Dividend Analysis*

Source: SNL Financial

ORIT/GFLS Updated Transaction Analysis

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Source: FDIC, FFIEC, Bank Holding Company Performance Reports 

A Widening Gap: The Efficiency Ratios between Large and Small Institutions

Historical Net Interest Margin Levels:  FDIC Insured Commercial Banks

*Efficiency Ratio and Net Interest Margin Study*

ORIT/GFLS Updated Transaction Analysis

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**ADDITIONAL INFORMATION AND WHERE TO FIND IT**

**OFC and GCB will file a registration statement, a proxy statement/prospectus and other relevant documents concerning the proposed Merger with the Securities and Exchange Commission (the “SEC”).   SHAREHOLDERSARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION ABOUT THE MERGER. You will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about OFC and GCB, at the SEC’s Internet site (http://www.sec.gov).  Copiesof the proxy statement/prospectus to be filed by OFC also can be obtained, when available and without charge, by directing a request to Oritani Financial Corp., Attention: Kevin J. Lynch, 370 Pascack Road, Township of Washington, New Jersey 07676, (201)664-5400 or to Greater Community Bancorp, Attention: Anthony M. Bruno, 55 Union Boulevard, Totowa, New Jersey 07512, (973) 942-1111.**

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**PARTICIPANTS IN SOLICITATION**

**Greater Community Bancorp, Oritani Financial Corp. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of GreaterCommunity Bancorp and Oritani Financial Corp. in connection with the Merger.  Information about the directors and executive officers of Greater Community Bancorp and their ownership of Greater Community Bancorp common stock is set forthin Greater Community Bancorp’s most recent proxy statement as filed with the SEC on Schedule 14, which is available at the SEC’s Internet site (http://www.sec.gov) and upon request from Greater Community Bancorp at the address in the precedingparagraph.  Information about the directors and executive officers of Oritani Financial Corp. is set forth in Oritani Financial Corp.’s most recent proxy statement filed with the SEC on Schedule 14A, which is available at the SEC’sInternet site and upon request from Oritani Financial Corp. at the address set forth in the preceding paragraph.  Additional information regarding the interests of these participants may be obtained by reading the proxy statement/prospectusregarding the proposed Merger when it becomes available.**

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