Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Filer: Huntington Bancshares Incorporated
Subject Company: Unizan Financial Corp.
Subject Company's Exchange Act file number: 0-13270
FORWARD-LOOKING STATEMENTS
This filing contains certain forward-looking statements, including certain
plans, expectations, goals, and projections, and including statements about the
benefits of the merger between Huntington and Unizan, which are subject to
numerous assumptions, risks, and uncertainties. Actual results could differ
materially from those contained or implied by such statements for a variety of
factors including: the businesses of Huntington and Unizan may not be integrated
successfully or such integration may take longer to accomplish than expected;
the expected cost savings and any revenue synergies from the merger may not be
fully realized within the expected timeframes; disruption from the merger may
make it more difficult to maintain relationships with clients, associates, or
suppliers; the required governmental approvals of the merger may not be obtained
on the proposed terms and schedule; Unizan's stockholders may not approve the
merger; changes in economic conditions; movements in interest rates; competitive
pressures on product pricing and services; success and timing of other business
strategies; the nature, extent, and timing of governmental actions and reforms;
and extended disruption of vital infrastructure; and other factors described in
Huntington's 2002 Annual Report on Form 10-K/A, Unizan's 2002 Annual Report on
Form 10-K, and documents subsequently filed by Huntington and Unizan with the
Securities and Exchange Commission. All forward-looking statements included in
this news release are based on information available at the time of the release.
Neither Huntington nor Unizan assume any obligation to update any
forward-looking statement.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Huntington and Unizan will be filing relevant documents concerning the
transaction with the Securities and Exchange Commission, including a
registration statement on Form S-4 which will include a proxy
statement/prospectus. Stockholders will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information
about Huntington and Unizan, at the Securities and Exchange Commission's
internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and
the filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to Huntington Bancshares
Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287,
Attention: Investor Relations, 614-480-4060, or Unizan Financial Corp., 220
Market Avenue South, Canton, Ohio 44702, Attention: Media Relations,
330-438-4858.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
The directors and executive officers of Unizan and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed
merger. Information regarding Unizan's directors and executive officers is
available in its proxy statement filed with the SEC by Unizan on March 14, 2003.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
NEWS RELEASE [HUNTINGTON logo]
FOR IMMEDIATE RELEASE
JANUARY 27, 2004
CONTACTS:
HUNTINGTON
Media Analysts
Jeri Grier-Ball (614) 480-5413 Jay Gould (614) 480-4060
Susan Stuart (614) 480-3878
UNIZAN
Media/Analysts
Sandy K. Upperman (330) 438-4858
HUNTINGTON BANCSHARES AND
UNIZAN FINANCIAL CORP.
ANNOUNCE MERGER AGREEMENT
o STRENGTHENS OHIO PRESENCE
COLUMBUS, Ohio - Huntington Bancshares Incorporated (NASDAQ: HBAN) and
Canton, Ohio-based Unizan Financial Corp. (NASDAQ:UNIZ) today announced the
signing of a definitive agreement to merge the two organizations.
Under the terms of the agreement, Unizan shareholders will receive
1.1424 shares of Huntington common stock, on a tax-free basis, for each share of
Unizan. Based on the $23.10 closing price of Huntington's common stock on
January 26, 2004, this represents a price of $26.39 per Unizan share, a 15%
premium to their closing price of $22.95, and values the transaction at
approximately $587 million. The merger was unanimously approved by both boards
and is expected to close late in the second quarter of 2004, pending customary
regulatory approvals, as well as Unizan shareholder approval. Huntington expects
the purchase to be accretive to 2004 earnings, excluding one-time charges, and
adds over 1% to earnings in 2005.
"This merger is a great addition to Huntington's Ohio franchise," said
Thomas E. Hoaglin, chairman, president, and chief executive officer, "and we
look forward to welcoming
Unizan's customers and associates to the Huntington family. We have a high
regard for the Unizan management team, as well as their franchise, which has a
local-decision based culture and customer base very similar to our own."
"We have previously stated an objective of deepening our Midwest market
presence," he noted. "Unizan provides us access to three new areas in Ohio
centered around Canton, Zanesville, and Newark, and further solidifies our
presence in the Dayton-Springfield and Columbus areas." As a result of the
merger, Huntington will have the #1 and #2 deposit market share positions in
Muskingum and Stark counties, respectively, #2 deposit market share positions in
the Columbus and Newark areas, and #5 deposit market position in the
Dayton-Springfield area.
"Retaining customers and local management are key objectives," he
continued. "We are pleased to announce that upon completion of the merger, Roger
Mann, currently president and chief executive officer of Unizan, will become the
president of a newly created region that includes Summit, Stark, Tuscarawas, and
Muskingum counties. This continuity of leadership ensures customers will
continue to deal with familiar people and preserves the same level of local
commitment to our communities."
"During the last two years, we have built an attractive network of
offices, created efficiencies in operations and focused on being a company that
values integrity and high-level customer service," said Roger Mann. "Being part
of Huntington is a great fit for our customers and communities. Huntington's
marketplace position is that of the local bank with national resources. As such,
their business model of local decision-making matches ours, and our customers
will benefit from having access to a broader array of products and services."
Hoaglin and Mann noted that the number one priority is making the
transition seamless and effortless for Unizan's customers, and the company will
initiate an extensive communication program so customers will always be well
informed prior to any changes taking place.
Upon completion of the merger, Huntington will have 381 offices, 751
ATMs, deposits of approximately $20 billion as of December 31, 2003, on a pro
forma basis. In Ohio, Huntington would operate 205 offices, 417 ATMs with
deposits of approximately $12 billion as of December 31, 2003, on a pro forma
basis.
ABOUT UNIZAN
Unizan Financial Corp., a $2.7 billion holding company, is a premier
financial services organization headquartered in Canton, Ohio. The company
operates 45 full-service retail financial centers in five metropolitan markets
in Ohio -- Canton, Columbus, Dayton, Newark and Zanesville. Through Unizan
Financial Corp.'s subsidiaries, Unizan Bank, National Association; Unizan
Financial Services Group, National Association; Unizan Banc Financial Services,
Inc.; and Unizan Financial Advisors, Inc., the company offers its client base
corporate and retail banking, Internet banking and wealth management products
and services. Additionally, the company operates niche businesses in government
guaranteed loan programs through its business lending centers in Cincinnati,
Cleveland, Columbus and Dayton, Ohio; Detroit, Michigan; Mt. Arlington, New
Jersey; and Indianapolis, Indiana; as well as aircraft lending centers in
Columbus; Orlando, Florida; and Sacramento, California.
ABOUT HUNTINGTON
Huntington Bancshares Incorporated is a $30 billion regional bank
holding company headquartered in Columbus, Ohio. Through its affiliated
companies, Huntington has more than 138 years of serving the financial needs of
its customers. Huntington provides innovative retail and commercial financial
products and services through more than 300 regional banking offices in Indiana,
Kentucky, Michigan, Ohio and West Virginia. Huntington also offers retail and
commercial financial services online at www.huntington.com; through its
technologically advanced, 24-hour telephone bank; and through its network of
nearly 700 ATMs. Selected financial service activities are also conducted in
other states including: Dealer Sales offices in Florida, Georgia, Tennessee,
Pennsylvania and Arizona; Private Financial Group offices in Florida; and
Mortgage Banking offices in Florida, Maryland and New Jersey. International
banking services are made available through the headquarters office in Columbus
and additional offices located in the Cayman Islands and Hong Kong.
CONFERENCE CALL / WEBCAST INFORMATION
Huntington's senior management will host an investor conference call today,
January 27th, at 12:00 noon EST. The call may be accessed via a live Internet
webcast at www.huntington-ir.com or through a dial-in telephone number at
888-747-3526. Slides will be available at www.huntington-ir.com just prior to
12:00 noon EST on January 27, 2004 for review during the call. A replay of the
webcast will be archived in the Investor Relations section of Huntington's web
site www.huntington.com. A telephone replay will be available two hours after
the completion of the call through February 10, 2004 at 888-266-2081; conference
ID 378395.
FORWARD-LOOKING STATEMENT
This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the benefits of the merger between Huntington and Unizan, which are
subject to numerous assumptions, risks, and uncertainties. Actual results could
differ materially from those contained or implied by such statements for a
variety of factors including: the businesses of Huntington and Unizan may not be
integrated successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes; disruption from the
merger may make it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of the merger may
not be obtained on the proposed terms and schedule; Unizan's stockholders may
not approve the merger; changes in economic conditions; movements in interest
rates; competitive pressures on product pricing and services; success and timing
of other business strategies; the nature, extent, and timing of governmental
actions and reforms; and extended disruption of vital infrastructure; and other
factors described in Huntington's 2002 Annual Report on Form 10-K/A, Unizan's
2002 Annual Report on Form 10-K, and documents subsequently filed by Huntington
and Unizan with the Securities and Exchange Commission. All
forward-looking statements included in this news release are based on
information available at the time of the release. Neither Huntington nor Unizan
assume any obligation to update any forward-looking statement.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Huntington and Unizan will be filing relevant documents concerning the
transaction with the Securities and Exchange Commission, including a
registration statement on Form S-4 which will include a proxy
statement/prospectus. Stockholders will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information
about Huntington and Unizan, at the Securities and Exchange Commission's
internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and
the filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to Huntington Bancshares
Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287,
Attention: Investor Relations, 614-480-4060, or Unizan Financial Corp., 220
Market Avenue South, Canton, Ohio, 44702, Attn: Media Relations, 330-438-4858.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
The directors and executive officers of Unizan and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding Unizan's directors and executive officers
is available in its proxy statement filed with the SEC by Unizan on March 14,
2003. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
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