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.
Attached is the transcript from an investor conference call / web cast held on
January 27, 2004. The presentation material referred to in the transcript was
filed with the SEC on January 27, 2004 by Huntington under Rule 425 under the
Securities Act of 1933, as amended.
Huntington Bancshares, Inc.
January 27, 2004
12.00 p.m. ET
Host: Jay Gould
Page 1
HUNTINGTON BANCSHARES, INC.
JANUARY 27, 2004
12.00 P.M. ET
HOST: JAY GOULD
Operator: Good day ladies and gentleman and welcome to your
Huntington Acquisition Announcement conference call. At
this time all participants are in a listen-only mode.
Later we will be conducting a question and answer session
and instructions will follow at that time. If you need
operator assistance, please press star then zero on your
touch-tone telephone. As a reminder, this conference call
is being recorded. I would now like to introduce your host
for today's conference, Mr. Jay Gould. Mr. Gould you may
begin.
Jay Gould: Thank you Christina and welcome everybody to
today's call. As is our custom, we will be reviewing a
deck of slides. If you do not have those slides, you can
find them on Huntington.com, or you can call the investor
relations department at 614-480-5676 to obtain copies.
Also, there will be a replay that will be available for
two weeks from the end of today's call. Before beginning,
the presentation contains some very important disclosures
regarding risks and uncertainties associated with what we
are going to be discussing today, and I would like to
refer you to Slide #2 for information. Also, there is
important disclosure regarding where and how you can
obtain additional merger related information as that
becomes available. That information is at the end of the
presentation on Slide 18. You are urged to familiarize
yourself with these important disclosures.
Turning to the business at hand. Today's discussion will
begin with formal remarks by Tom Hoaglin, Chairman,
President and CEO of Huntington; Mike McMennamin, Vice
Chairman and CFO of Huntington, and participating in the
Q&A is Roger Mann, President and CEO of Unizan. Let me
turn the presentation over Mr. Hoaglin.
Tom Hoaglin: Thank you Jay and thanks to all of you for joining us
today. As many of you know, during 2003 we began to think
about how acquisitions could fit into Huntington's future
growth. Prior to 2003, we knew we were not ready. We were
focused on changing Huntington, its culture and the team,
and on improving the financial performance and credit
quality of the company, growing in our core markets.
During 2003, we became convinced that if the right
situation came along we could do a transaction and
integrate it well, while being sure to keep focused on
continuing our positive earnings momentum and growing our
share in existing markets. I have known Roger Mann for
about 12 years from our days together at Bank One, and I
have always had a very high regard for his leadership and
banking abilities and for his integrity. So, when the
opportunity to consider a combination with Unizan came
along, we were quite interested. We are delighted to
announce this merger today. We want to review it with you
now.
Turning to Slide 3. We believe that this is a good
strategic fit. It strengthens Huntington's Ohio presence,
it yields attractive financial benefits, and we think
there is low execution risk.
Slides 4, 5, and 6 outline how we believe this merger will
strengthen our Ohio presence. As you can see, our deposit
share in Ohio will go from 5.4% to 6.5%. There will be
three significant new markets for us: Canton, Newark, and
Zanesville, each with a #1 or #2 share. We will enhance
our deposit market share in both the Dayton-Springfield
and Columbus markets.
Slide 5 indicates the total number of offices and ATMs we
have. After the combination, there will be 205 offices and
417 ATMs in the state and Slide 6 gives a county-by-county
or MSA-by-MSA outline of deposits following the
combination and our market share.
Huntington Bancshares, Inc.
January 27, 2004
12.00 p.m. ET
Host: Jay Gould
Page 2
Slide 7 enumerates the attractive financial benefits we
believe are associated with this transaction, and in a few
minutes Mike McMennamin will give you some more detail.
But just briefly, this transaction will be immediately
accretive on both a GAAP and cash basis to EPS, excluding
merger charges. It will be 0.72% and 1.01% accretive on a
GAAP basis in 2004 and 2005, respectively, and 0.74% and
1.49% accretive to cash EPS in 2004 and 2005,
respectively. It will help us to continue to reduce our
concentration in the auto lease and loan sector from 28%
to 26%.
Slide 8 outlines why we believe that this transaction does
in fact carry with it low execution risk. We fully intend
that we will retain local management in key positions. As
I mentioned earlier with regard to Roger, we have a good
familiarity with the management, and I might add, a high
regard for Unizan management -- all the people we have
met. We think we have similar local bank business
cultures, our due diligence suggests that there is low
credit risk. We predicated our analysis on conservative
estimates of cost savings, which you will hear in a
minute. Unizan already operates on a single bank charter
with a single technology platform, which should simplify
the integration and conversion process, and we believe
this is the right size for an acquisition for Huntington
at this point in time as we begin to grow in this fashion.
So, we really do believe that this transaction carries
with it low execution risk. Now, I would like to call on
Mike McMennamin, our Vice Chairman and CFO to review some
of the financial details. Mike?
Michael McMennamin: Thanks, Tom. Slide 9 shows the summary of the transaction.
We are going to be paying a price of $26.39 a share.
That's based on Huntington's closing price last night of
$23.10 a share. The value of the transaction is $587
million value with a fixed exchange ratio of 1.1424
Huntington shares for each share of Unizan. That
represents a 15% premium over Unizan's closing price last
night; the structure will be structured as a tax-free
exchange. Consideration will be 100% stock. We do
anticipate repurchasing in the open market subsequent to
closing 10% of the shares, and we anticipate this is going
to close in the second quarter.
If you turn to Slide 10, here we compare the transaction
with some comparable transactions executed since the end
of 2002, with deal values between a quarter of a billion
and $1 billion. We will be paying, based on the 12 months
ended in September, a PE of 20.3 times their last 12
months earnings. The price earnings ratio based on the
estimated earnings per share for 2004, and that's
annualizing the after-tax impact of some balance sheet
restructuring and the fair market value adjustments that
excludes cost savings, would be 14.3 times. As a
percentage of the September 30th book value, 189%, and 30%
of the tangible book value as of the same date. The core
deposit premium would be 23.6%, and the market premium, as
I mentioned, would be 15% above Unizan's closing price
last night.
If you turn to Slide 11, here we look at the pro forma
GAAP earnings for the company for both 2004 and 2005. We
start out with Huntington's earnings per share estimates
as published by First Call, $1.65 and $1.79, respectively.
We have Unizan's First Call estimate for 2004 of $1.18.
For 2005, we have assumed an 8.5% growth rate to get to
$1.28. The earnings are shown right below that line, both
for Huntington and Unizan. If you look at the 2004 column
you will see the Unizan earnings represent just half a
year. To that, we have made a number of adjustments. As I
mentioned, we are going to be repurchasing 10% of the
stock, and the first item represents a cost of funds for
that repurchase. We are estimating annual cost savings,
which we will get into in just a couple of minutes, for
2005 of just a little shy of $11 million after-tax. There
are some balance sheet restructuring transactions that we
will talk about in a few minutes, and also that we
estimate will add a little bit over $8 million to 2005
earnings. Basically this is the purchase accounting
adjustments for the assets and liabilities, except for
loans and CDs, and some balance sheet restructuring to
adjust Unizan's interest rate risk profile to be
consistent with that of Huntington, which I think as you
know is just slightly liability sensitive. The purchase
accounting adjustments represent a netting of two
Huntington Bancshares, Inc.
January 27, 2004
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Host: Jay Gould
Page 3
components, the purchase accounting adjustments for loans
and CDs, which is a positive, and the amortization of the
core deposit intangible, which is a negative.
Focusing on 2005, the pro forma earnings on a GAAP basis,
making these assumptions, would be $1.81 a share, versus
the $1.79 First Call estimate, for accretion of slightly
over 1%. The accretion on the same basis for 2004 is 72
basis points. We feel that these are solid accretion
numbers for 2004 and 2005 and certainly meet our
expectations for a transaction of this size, which is
roughly slightly less than 10% of Huntington. We also
assumed a 25% cost savings, which we also feel is a
conservative assumption.
The next Slide 12 works through the same process to arrive
at pro forma earnings on a cash earnings basis for 2005.
The pro forma numbers are $1.82 a share, versus $1.79, or
1.49% accretion and for 2004, $1.66 versus a $1.65, or 74
basis points.
The next slide shows you just some of the estimates on the
cost savings. As I mentioned, we feel that the 25%
assumption that is built into these numbers is a very
conservative estimate. We would hope to do a little better
but that remains to be seen. We are doing nothing that
would in any fashion jeopardize the customers of Unizan or
their customer relationships. You can see we have, on a
pre-tax basis, estimated cost savings of $16.8 million.
Next Slide 14 shows just the estimated merger charges and
some of their components. We currently are estimating
those at slightly less than $26 million on a pre-tax basis
and about $20 million after-tax.
Slide 15 shows the impact that the transaction will have
on our capital ratios. Here we are highlighting the
tangible common equity ratio. At the end of 2003, our
tangible common equity ratio was 6.80%. Assuming a June
30th close, we estimate that would go down to slightly
less than 6.50%, but it starts to rebuild rapidly. It's up
to 6.58% by the end of 2004, and in 2005 it jumps to
6.78%. This assumes no additional capital management, and
it also assumes 7% asset growth. We feel that these
numbers are consistent with our previously announced
target, tangible common equity to assets of 6.50% and
6.75%. I also would note that one of the side benefits of
the transaction is to reduce our concentration of auto
loans and leases, which you may recall peaked at 33% at
the end of 2002, through some sales that we have effected
in 2003. That is down to 28%. This transaction brings that
ratio down to 26% and makes additional progress towards
our longer-term goal of 20%.
If you turn to Slide 16, we show the combined loans and
deposits of the two companies. I will just draw your
attention to a couple of comments here. As I mentioned,
auto exposure, in the middle of the page bracketed, drops
from slightly less than 28% to slightly less than 26%. I
also would draw your attention to the fact that Unizan has
what we feel is a risk averse balance sheet. They have
roughly 40% of their loan portfolio in home equity and
residential real estate mortgages with relatively low
expected charge-offs. I would note that one of the things
we like about this transaction is we do not feel it has
any real credit risk. We feel very good about the credit
quality of Unizan. Their charge-off rates in 2003 were
between, on a quarterly basis, 25 and 30 basis points per
annum. So they look very attractive in that regard. You
can see down at the bottom, we break out non-interest
bearing deposits and interest bearing deposits. Unizan
does have a CD that represents about 48% of their total
deposits. Tom?
Tom Hoaglin: Mike, thank you very much. Slide 17 summarizes our view of
this combination. As you can see, we view it very much as
the two organizations having complementary business
cultures, each focused on local bank decision making with
the ability to draw on more sophisticated resources than a
larger company would have. This does expand our Ohio
franchisee. As my guideline for you, we do see it as very
financially attractive, using conservative assumptions,
and just to underscore, we have not predicated any
analyses on revenue enhancements that might come from
selling additional services to
Huntington Bancshares, Inc.
January 27, 2004
12.00 p.m. ET
Host: Jay Gould
Page 4
Unizan customers. We do believe there is low integration
risk, and we are attracted by the niche businesses that
Unizan operates in SPA lending and personal aircraft
lending.
So in sum, we at Huntington are very excited about this
step forward. We feel as if we can benefit stakeholders
very well, we can integrate the transaction smoothly, and
we look forward to combining the two organizations. With
that, Operator, we will be delighted to have questions.
Operator: Thank you. Ladies and gentlemen, if you have a question or
comment at this time please press the one key on your
touch-tone telephone. If your question has been answered
and you wish to remove yourself from the queue, please
press the pound key. Our first question comes from Ed
Najarian from Merrill Lynch.
Ed Najarian: Good afternoon guys.
Tom Hoaglin: Hi Ed.
Ed Najarian: I don't know too much about Unizan, could you give us a
little history of the company just from the standpoint of
thrift or bank perspective. Was it a thrift, and if so,
when did it convert to a bank or has it converted to a
bank? I am kind of basing that assumption on the deposit
mix. Can you give us a little insight there of how that's
played out over the last couple of years?
Tom Hoaglin: Ed, I am going to ask Roger Mann the President/CEO of
Unizan to respond to you. Roger?
Roger Mann: Tom thanks. Ed, Unizan is a creation of a merger of equals
that happened just about a year and nine months ago now
between United National Bank of Canton and First National
Bank of Zanesville. United Bank of Canton and First
National Bank of Zanesville are both institutions that
are, I think, well over a hundred years old. First
National of Zanesville had made several, actually I
believe three, acquisitions recently, and they were a
smaller thrift. That is why the balance sheet does have
the percentage of CDs that we are showing. But the
institution has been operating as a full service
commercial bank with over a billion dollars in trust
assets, and as Tom said, I think one of the strengths has
been our asset quality as we migrated to our MOE.
Ed Najarian: And both of those former companies that you mentioned were
banks?
Roger Mann: That is correct. Yes sir.
Ed Najarian: Thank you.
Operator: Our next question comes from Fred Cummings from McDonalds
Investments.
Fred Cummings: Good morning and congratulations.
Tom Hoaglin: Hi Fred.
Fred Cummings: Tom, just a quick question on the trust business. How do
you plan on running that, I know Unizan has had a pretty
successful trust operation? Are you going to allow -- are
you going to have two different locations or are you going
to consolidate that?
Tom Hoaglin: Fred, our approach in the Trust Business, consistent with
local banking, would be to have a Trust operation based in
Canton. I feel quite certain that there will be some
opportunities in the backroom, as there would be in other
parts of the organizations for efficiencies, but as it
relates to customer contact related activities, we'd very
much want those in the local markets. As you know, we at
Huntington have a very active investment management
business and that includes a mutual fund
Huntington Bancshares, Inc.
January 27, 2004
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Host: Jay Gould
Page 5
family. We would fully expect that the Unizan franchise
would benefit from that and that we would be able to
market those services locally. We run Huntington
Investment Company, which is our broker dealer for retail
securities. We'd see expanding that throughout the Unizan
franchise, selling mutual funds and annuities. But as it
relates to the Trust, so many times, those relationships
are local and personal, and we fully expect to be able to
utilize Unizan's customer-relationship strengths there.
Roger Mann: Tom if I may, Fred it is Roger. One of the things that I
really liked about the opportunity for our company to join
Huntington, Fred, very honestly, was the opportunity for
us to offer expanded products in that Wealth Management
Trust area. I mean that was something I looked at very
diligently.
Fred Cummings: Okay. Thanks Roger. A question for you Mike. In terms of
this balance sheet restructuring, do you anticipate Unizan
making any of these moves before the merger closes. I just
want to get a feel for the timing of the balance sheet
restructuring?
Mike McMennamin: Fred, I think that remains to be seen. We will look at
their taxable income position and our taxable income
position and make a determination as to how much of these
transactions would take place before and how much would
take place just after the merger was consummated. I think
that really needs to be determined, but our intent is to
make the transactions just as quickly as we can. If they
are after - it will be very shortly after.
Fred Cummings: And then lastly Tom, I think this is a nice low risk deal
for you. Now would you be comfortable doing another deal
simultaneously, a relatively small one? Are you pretty
much going to focus on integrating this one?
Tom Hoaglin: I think it is real important for us Fred to do this well.
It's obviously important to Unizan employees and
customers. It's also important to Huntington shareholders.
So, we would not want to see what I would call, a
simultaneous or a concurrent transaction. On the other
hand, the landscape is changing quickly, and we would like
to think that our reputation is such and our execution
ability is such that we might have other opportunities at
some point in time. We just don't want to take too much on
our plate at the same time.
Fred Cummings: Okay. Thanks Tom.
Operator: Our next question comes from Larry Garshofsky from
Lawrence Garshofsky.
Larry Garshofsky: Hi Gentlemen, congratulations on the deal.
Tom Hoaglin: Thank you.
Larry Garshofsky: Just a couple of simple questions. Could you say who the
investment bankers were because I didn't see it in the
press release, and also can you say if this came out of an
auction process or is this really just like a one-on-one?
Mike McMennamin: Larry, this is Mike McMennamin; our investment banker in
this transaction is Keefe, Bruyette & Woods.
Larry Garshofsky: Okay.
Mike McMennamin: And Sandler O'Neill was the investment banker for Unizan,
I don't think we are going to comment on how the
transaction developed.
Larry Garshofsky: Right. Okay, thank you very much.
Huntington Bancshares, Inc.
January 27, 2004
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Host: Jay Gould
Page 6
Operator: Our next question comes from Patrice Kanada, from Gardhill
Capitol.
Patrice Kanada: Hi, good afternoon. Just wondering which specific
regulatory approvals will be required to close this
transaction?
Mike McMennamin: The standard approvals, Federal Reserve approval, and the
OCC will have to approve the bank merger. We do not
anticipate any divestitures would be required with the
transaction, and the SEC will review the S-4 filing.
Patrice Kanada: Right, in addition to obviously the HSR approval, how
about Ohio or any other states?
Mike McMennamin: No.
Patrice Kanada: No states?
Mike McMennamin: No states and the transaction will have to be approved by
the Unizan shareholders.
Patrice Kanada: Right.
Mike McMennamin: It does not have to be approved by the Huntington
shareholders.
Patrice Kanada: Right. Okay, very good, thank you.
Operator: Our next question comes form Todd Hagerman from Fox Pitt.
Todd Hagerman: Good afternoon everyone.
Tom Hoaglin: Hi Todd.
Todd Hagerman: A couple of questions; one, maybe Mike if you could give
us a little bit more detail or color just in terms of the
cost savings. I noticed a lot of that coming out through
personnel initiatives. And, you don't really mention
branches or physical structure; can you just talk in
general kind of where the cost savings are targeted
outside the back office if you will?
Mike McMennamin: Todd, obviously the back office will be an area that we
will look at very closely for any duplications of certain
functions. We also will be reviewing branch locations to
determine if there are any consolidations. It might be
affected between the branches of the two companies that
are relatively close together. Beyond that we have
obviously completed our due diligence, and we have a list
of opportunities, but those opportunities will be provided
or will be analyzed in coming weeks.
Tom Hoaglin: Todd this is Tom, it's logical to expect that the normal
corporate level staff functions offer some opportunity,
but in truth we need to spend time with the two management
teams together to make sure that we fully understand where
the duplications would be. We'd expect to get after that
in short order.
Todd Hagerman: Okay that's helpful. And then just as a followup to that
Mike, just in terms of the purchase accounting adjustments
that you referenced in the balance sheet restructuring. Is
pretty much everything built into those numbers in terms
of, you know, is there much more flexibility there that
you see potentially coming out of the mark-to-market
adjustments after the close - i.e. debt or otherwise?
Huntington Bancshares, Inc.
January 27, 2004
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Page 7
Mike McMennamin: Well, in essence we will look at both the investment
portfolios as well as all the liabilities, Todd, and we
anticipate prepaying those liabilities which would be
mark-to-market in the purchase accounting adjustments
obviously. Our intent is to convert some of the non-cash
purchase accounting adjustments into actual cash earnings
by actually selling the investment securities and
reinvesting in the higher yielding assets and terminating
the higher cost liabilities and replacing them with lower
market rate liabilities. So, the intent really is to
convert the purchase accounting non-cash component of the
transaction into actual cash earnings.
Todd Hagerman: Okay, that's helpful. Thank you.
Operator: Once again ladies and gentlemen if you have a question or
comment at this time, please press the one key on your
touch-tone telephone. Our next question comes from David
Hilder from Bear Stearns.
David Hilder: Good afternoon. Looks like a nice fit. I guess my first
question would be, can you give us any sense of how many
branches you might close or consolidate?
Tom Hoaglin: David this is Tom; we do believe that there will be
opportunity for us to close and consolidate some offices.
We do not have a total and won't arrive at that game plan,
if you will, until we have an opportunity to have ample
discussions, good discussions with Unizan management.
There is opportunity there, but we don't have a definite
number.
David Hilder: Okay, thanks. And the second unrelated question is -- my
assumption is that the SEC would have to provide some sort
of overview of the disclosure in the proxy to be provided
to the Unizan shareholders. Is that fair?
Tom Hoaglin: The SEC will have to review the registration statement,
the S-4 statement, which will incorporate the registration
statement for our stock as well as the Unizan's proxy
statement, yes.
David Hilder: And in view of the various accounting issues that you had
over the past year or so, do you have any sense of how
long that might take or how that might relate or not
relate to the SEC's questions in the past?
Mike McMennamin: David, we really don't have a timeframe. We did contact
the various rating agencies; make them aware of the
transaction. We have no reason to believe from those
discussions that the transaction would not be approved,
but we do not have a timetable.
Tom Hoaglin: David, this is Tom, we have taken that in consideration
with regard to our estimate that the transaction will be
closed late in the second quarter.
David Hilder: Okay. Thanks very much.
Operator: I am showing no further questions at this time.
Tom Hoaglin: Very Good. We'd like to thank all of you for participating
today and if you have further questions; please call our
Investor Relations Department. Thank you, and goodbye.
Operator: Ladies and gentlemen, thank you for your participation on
today's conference. This now concludes the program. You
may all disconnect. Thank you and have a great day.