Huntington Bancshares Incorporated and Unizan Financial Corp. Announce Merger Agreement Extension
13 November 2004 - 9:10AM
PR Newswire (US)
Huntington Bancshares Incorporated and Unizan Financial Corp.
Announce Merger Agreement Extension COLUMBUS and CANTON, Ohio, Nov.
12 /PRNewswire-FirstCall/ -- Huntington Bancshares Incorporated
(NASDAQ:HBAN) and Unizan Financial Corp. (NASDAQ:UNIZ) today
jointly announced that they have entered into an amendment to their
January 26, 2004 merger agreement. The amendment extends the term
of the agreement for one year from January 27, 2005 to January 27,
2006. The amendment does not change the previously agreed upon
exchange ratio whereby Unizan shareholders will receive 1.1424
shares of Huntington common stock, on a tax-free basis, for each
share of Unizan common stock. The amendment modifies certain terms
relating to Unizan's ability to declare dividends by allowing for a
one-time special cash dividend declared shortly prior to completion
of a merger in an amount equal to the difference between any
dividends declared by Huntington, adjusted for the exchange ratio,
and those declared by Unizan, from and after January 1, 2005. The
original merger agreement is contained in a registration statement
on Form S-4 with the Securities and Exchange Commission, and the
merger agreement amendment extending the term of the agreement,
providing for the dividend adjustment and certain other matters
will be filed by Huntington and Unizan in reports on Form 8-K.
These materials may be obtained for free at the Securities and
Exchange Commission's Internet site ( http://www.sec.gov/ ) and on
both organizations' Internet sites at either
http://www.huntington.com/ or http://www.unizan.com/ under SEC
filings. "Huntington remains committed to merging with Unizan and
the signing of the amendment to the merger agreement represents an
extension of that commitment," said Thomas E. Hoaglin, chairman,
president, and chief executive officer of Huntington. "We
appreciate the patience of Unizan shareholders, employees, and
customers during this process." "We have a high regard for
Huntington's management team, as well as its franchise, which has a
local-decision based culture and customer base very similar to our
own and we look forward to moving forward with the merger approval
process," said Roger L. Mann, president and chief executive officer
of Unizan. As announced November 3, 2004, Huntington will be
withdrawing its current application with the Federal Reserve to
acquire Unizan and intends to resubmit the application for
regulatory approval of the merger once Huntington has successfully
resolved previously announced SEC and banking regulatory concerns.
No assurances, however, can be provided as to the ultimate timing
or outcome of these matters. Forward-looking Statement This press
release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, which are
subject to numerous assumptions, risks, and uncertainties. A number
of factors, including but not limited to those described from time
to time in Huntington's Annual Report on Form 10-K and Unizan's
Annual Report on Form 10-K for the year ended December 31, 2003,
and documents subsequently filed by Huntington and Unizan with the
Securities and Exchange Commission, could cause actual conditions,
events, or results to differ significantly from those described in
the forward-looking statements. All forward-looking statements
included in this news release are based on information available at
the time of the release. Huntington and Unizan assume no obligation
to update any forward- looking statement. About Huntington
Huntington Bancshares Incorporated is a $32 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 huntington.com;
through its technologically advanced, 24-hour telephone bank; and
through its network of approximately 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 an office located in the Cayman
Islands and an office located in Hong Kong. About Unizan Unizan
Financial Corp., a $2.6 billion holding company, is a financial
services organization headquartered in Canton, Ohio. The company
operates 43 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 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. For more information on Unizan Financial
Corp. and its subsidiaries, visit the company on the Web at
http://www.unizan.com/ . DATASOURCE: Huntington Bancshares
Incorporated; Unizan Financial Corp. CONTACT: Investors &
Analysts, Jay Gould, +1-614-480-4060, or Susan Stuart,
+1-614-480-3878, or Media, Todd Bailey, +1-614-480-4588, all of
Huntington Bancshares Incorporated; or Investors & Analysts,
Roger Mann, +1-330-438-1118, or Media, Sandy Upperman,
+1-330-438-4858, all of Unizan Financial Corp. Web site:
http://www.huntington.com/ http://www.unizan.com/
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