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| Huntington Bancshares and Unizan Financial Corp. Announce Merger Agreement |
* Strengthens Ohio Presence
COLUMBUS, Ohio, Jan. 27 /PRNewswire-FirstCall/ -- 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 http://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 http://www.huntington-ir.com or through a dial-in telephone
number at 888-747-3526. Slides will be available at http://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 http://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.
SOURCE Huntington Bancshares Incorporated
back to topRelated links:
CONTACT:
Media, Jeri Grier-Ball, +1-614-480-5413, or
Analysts, Jay Gould, +1-614-480-4060, or Susan Stuart,
+1-614-480-3878, all of Huntington; or Media-Analysts, Sandy K.
Upperman of Unizan, +1-330-438-4858
