Filed
by
Huntington Bancshares Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14a-6(b)
of
the
Securities Exchange Act of 1934
Subject
Company: Sky Financial Group, Inc.
(Commission
File No. 333-140897)
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NEWSRELEASE
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June
4, 2007
Contacts:
HUNTINGTON
BANCSHARES
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Media
|
Analysts
|
||
|
Jeri
Grier-Ball
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(614)
480-5413
|
Jay
Gould
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(614)
480-4060
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|
Maureen
Brown
|
(614)
480-4588
|
Jack
Pargeon
|
(614)
480-3878
|
HUNTINGTON
BANCSHARES ANNOUNCES
FEDERAL
RESERVE APPROVAL OF MERGER
COLUMBUS
and BOWLING GREEN, Ohio – Huntington Bancshares Incorporated (NASDAQ: HBAN)
today announced that the Federal Reserve Board has approved its merger
application of Sky Financial Group Inc. (NASDAQ:SKYF). This was the
final banking regulatory approval necessary for the merger originally announced
December 20, 2006. The merger was previously approved by Huntington
shareholders at their May 30, 2007 shareholder meeting, and by Sky Financial
shareholders at their meeting earlier today. The merger is expected
to close early in the third quarter, subject to other customary closing
conditions.
Under
the
terms of the agreement, Sky Financial Group shareholders will receive 1.098
shares of Huntington common stock, on a tax-free basis, and a taxable cash
payment of $3.023 for each share of Sky Financial Group.
“Receiving
this approval permits us to move ahead with the merger in a timely manner,” said
Thomas E. Hoaglin, chairman, president, and chief executive
officer. “Integration planning teams are making very good progress
and we look forward to delivering the benefits of this merger to our
shareholders, customers, and communities.”
About
Huntington
Huntington
Bancshares Incorporated is a $35 billion regional bank holding company
headquartered in Columbus, Ohio. Through its affiliated companies,
Huntington has more than 141 years of serving the financial needs of its
customers. Huntington provides innovative retail and commercial
financial products and services through 375 regional banking offices in Indiana,
Kentucky, Michigan, Ohio, and West Virginia. Huntington also offers retail
and
commercial financial services online at huntington.com; through its
technologically advanced, 24-hour telephone bank; and through its network of
over 1,000 ATMs. Selected financial service activities are also
conducted in other states including: Dealer Sales offices in Arizona, Florida,
Georgia, North Carolina, New Jersey, Pennsylvania, South Carolina, and
Tennessee; Private Financial and Capital Markets Group offices in Florida;
and
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Banking offices in Maryland and New Jersey. International banking
services are made available through the headquarters office in Columbus, a
limited purpose office located in the Cayman Islands, and another located in
Hong Kong. The company is located on the web at
www.huntington.com.
About
Sky Financial Group
Sky
Financial Group is a $17.6 billion diversified financial holding company. Sky's
asset size places it among the 40 largest publicly-held bank holding companies
in the nation. Sky operates over 330 financial centers and over 400 ATMs,
serving communities in Ohio, Pennsylvania, Michigan, Indiana and West Virginia.
Sky's financial service affiliates include: Sky Bank, commercial and retail
banking; Sky Trust, asset management services; and Sky Insurance, retail and
commercial insurance agency services. The company is located on the web at
www.skyfi.com.
Forward-looking
Statement
This
press
release contains forward-looking statements. These include descriptions of
products or services, plans or objectives for future operations, including
statements about the benefits of the merger between Huntington Bancshares
Incorporated ("Huntington") and Sky Financial Group, Inc. ("Sky Financial"),
and
forecasts of revenues, earnings, cash flows, or other measures of economic
performance. Forward-looking statements can be identified by the fact that
they
do not relate strictly to historical or current facts. By their
nature, forward-looking statements are subject to numerous assumptions, risks,
and uncertainties. A number of factors could cause actual conditions,
events, or results to differ significantly from those described in the
forward-looking statements. These factors include, but are not limited to,
the
businesses of Huntington and Sky Financial 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 acquisition may not be fully realized
within the expected timeframes; disruption from the acquisition may make it
more
difficult to maintain relationships with clients, associates, or suppliers;
Huntington and/or Sky Financial'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 2006 Annual Report on Form 10-K, Sky Financial's 2006 Annual Report
on Form 10-K, and documents subsequently filed by Huntington and Sky Financial
with the Securities and Exchange Commission. You should understand
forward-looking statements to be strategic objectives and not absolute forecasts
of future performance. Forward-looking statements speak only as of the date
they
are made. Neither Huntington nor Sky Financial assumes any obligation to update
forward-looking statements to reflect circumstances or events that occur after
the date the forward-looking statements were made or to reflect the occurrence
of unanticipated events.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger Huntington and Sky Financial filed a
registration statement on Form S-4, which includes a joint proxy
statement/prospectus, and other relevant documents concerning the transaction
with the Securities and Exchange Commission (SEC). On April 20, 2007,
the SEC declared the registration statement effective, and on or about April
25,
2007 Huntington and Sky Financial mailed the joint proxy/statement prospectus
to
their respective stockholders. Stockholders can obtain a free copy of
the joint proxy statement/prospectus, as well as other filings containing
information about Huntington and Sky Financial, at the SEC’s internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the
filings with the SEC that are incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to Huntington, Huntington Center, 41 South High Street, Columbus, Ohio
43287, Attention: Investor Relations, 614-480-4060, or Sky Financial, 221 South
Church Street, Bowling Green, Ohio, 43402.
Stockholders
are urged to read the joint proxy statement/prospectus, and other relevant
documents filed with the SEC regarding the proposed transaction because they
contain important information.
The
directors and executive officers of Huntington and Sky Financial and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Huntington’s
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directors
and executive officers is available in the joint proxy statement/prospectus.
Information regarding Sky Financial’s directors and executive officers is
available in its proxy statement filed with the SEC by Sky Financial onMarch
8,
2006. Other information regarding the participants in the proxy solicitation
and
a description of their direct and indirect interests, by security holdings
or
otherwise, are contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC.
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