Filed by Huntington Bancshares Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Sky Financial Group, Inc.
(Commission File No. 001-14473)
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Presentation Overview
o Why this transaction?
o A value added combination
o A stronger regional presence
o Organizational structure
o Low execution risk
o Appendix
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Why This Transaction?
A Huntington Perspective
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o Fits our M&A philosophy and pricing parameters
-- Creates shareholder value
-- Improves market share in existing markets
-- Expands into new markets with significant market shares
-- Increases customer convenience
-- Compatible cultures of local decision-making and focus on
customer service excellence
A Sky Financial Perspective
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o Provides attractive shareholder returns
-- Receive an immediate premium
-- Will also participate in value created by the merger
o Enhances customer convenience and gives access to a broader array of products
and services
o Retains local management
o Compatible cultures
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A Better-Balanced Franchise (1)
Loan Composition
Deposit Composition
(1) 3Q06 average balances
(2) Pro forma: reported 3Q06 amounts adjusted for subsequent acquisitions
(3) Includes non-interest bearing deposits
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Basis of Presentation
Use of Pro Forma data
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This presentation contains Pro Forma financial measures where management
believes it to be helpful in understanding how the proposed merger with Sky
Financial Group will impact Huntington's results of operations or financial
position. The data represent actual reported information as of September 30,
2006 for both organizations, combined arithmetically, with no adjustments for
purchase accounting made, unless otherwise noted. The data for Sky Financial
Group also include Union Federal Bank reported information on a similar pro
forma basis, as this transaction was completed by Sky Financial Group
subsequent to September 30, 2006.
Use of non-GAAP financial measures
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This presentation contains GAAP financial measures and non-GAAP financial
measures where management believes it to be helpful in understanding
Huntington's results of operations or financial position. Where non-GAAP
financial measures are used, the comparable GAAP financial measure, as well as
the reconciliation to the comparable GAAP financial measure, can be found in
the current quarter earnings press release, this presentation, or in the
Quarterly Financial Review supplement to the current Earnings Press Release,
which can be found on Huntington's website at huntington-ir.com.
Annualized data
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Certain returns, yields, performance ratios, or growth rates for a quarter are
"annualized" in this presentation to represent an annual time period. This is
done for analytical and decision -making purposes to better discern underlying
performance trends when compared to full-year or year-over-year amounts. For
example, loan growth rates are most often expressed in terms of an annual rate
like 8%. As such, a 2% growth rate for a quarter would represent an annualized
8% growth rate.
Fully taxable equivalent interest income and net interest margin
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Income from tax-exempt earnings assets is increased by an amount equivalent to
the taxes that would have been paid if this income had been taxable at
statutory rates. This adjustment puts all earning assets, most notably
tax-exempt municipal securities and certain lease assets, on a common basis
that facilitates comparison of results to results of competitors.
Earnings per share equivalent data
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Significant and/or one-time income or expense items may be expressed on a per
common share basis. This is done for analytical and decision -making purposes
to better discern underlying trends in total corporate earnings per share
performance excluding the impact of such items. Investors may also find this
information helpful in their evaluation of the company's financial performance
against published earnings per share consensus amounts, which typically exclude
the impact of significant and/or one-time items. Earnings per share equivalents
are usually calculated by applying a 35% effective tax rate to a pre-tax amount
to derive an after-tax amount which is divided by the average shares
outstanding during the respective reporting period. Occasionally, when the item
involves special tax treatment, the after-tax amount is separately disclosed,
with this then being the amount used to calculate the earnings per share
equivalent.
Rounding
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Please note that columns of data in the following slides may not add due to
rounding.
NM or nm
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Percent changes of 100% or more are shown as "nm" or "not meaningful" . Such
large percent changes typically reflect the impact of one-time items within the
measured periods. Since the primary purpose of showing a percent change is for
discerning underlying performance trends, such large percent changes are
"not meaningful" for this purpose.
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Forward Looking Statements
This presentation contains certain forward -looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the benefits of the merger between Huntington and Sky Financial Group,
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
Sky Financial Group 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;
Huntington and/or Sky Financial Group'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 2005 Annual Report on Form 10-K, Sky
Financial Group's 2005 Annual Report on Form 10-K, and documents subsequently
filed by Huntington and Sky Financial Group 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 Sky
Financial Group assume any obligation to update any forward -looking
statement.
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Additional Information About the Merger and Where to Find It
Huntington and Sky Financial Group 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 Sky Financial Group, 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
Sky Financial Group, 221 South Church Street, Bowling Green, Ohio, 43402. The
final proxy statement / prospectus will be mailed to stockholders of Huntington
and Sky Financial Group.
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 Huntington and Sky Financial Group and
other persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed merger. Information regarding Huntington's directors
and executive officers is available in its proxy statement filed with the SEC
by Huntington on March 8, 2006. Information regarding Sky Financial Group's
directors and executive officers is available in its proxy statement filed with
the SEC by Sky Financial Group on February 23, 2006. 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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A Value Added Combination
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A Stronger Regional Presence
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Appendix
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