Huntington Bancshares Incorporated (Nasdaq:HBAN)
(www.huntington.com) and Camco Financial Corporation (Nasdaq:CAFI)
(www.camcofinancial.com) jointly announced today the signing of a
definitive agreement under which Huntington will acquire Camco
Financial, the parent company of Cambridge Ohio-based Advantage
Bank, in a cash and stock transaction. As of June 30, 2013, Camco
operated 22 banking offices throughout eastern and southern Ohio
with $0.8 billion in total assets and $0.6 billion in total
deposits.
"This is a great opportunity to enhance our presence in several
areas within our existing footprint and to expand into several new
attractive geographies," said Steve Steinour, chairman, president
and CEO of Huntington Bank. "We are pleased to welcome the more
than 55,000 customers of Advantage Bank to Huntington. Our new
customers will now have access to some of the highest rated
customer service in the industry and to some of the most innovative
banking products and services, which have helped to grow our
customer base by more than 30 percent in the past three years. The
acquisition will also give our current customers the convenience of
more branches."
"Huntington has a well-known legacy of investing in its
customers and communities," said Jim Huston, chairman, president
and CEO of Camco Financial and Advantage Bank. "We believe our
customers will enjoy excellent service along with Huntington's
broader suite of products."
Under the terms of the agreement, which was unanimously approved
by the boards of both companies, shareholders of Camco Financial
may elect to receive 0.7264 shares of Huntington common stock, or
$6.00 in cash, for each share of Camco Financial common stock,
subject to proration provisions specified in the merger agreement
that provide for a targeted aggregate split of total consideration
of 80% common stock and 20% cash. Based upon the Wednesday, October
9, 2013, closing price of $8.12 per share of Huntington common
stock, the transaction is valued at approximately $97 million,
including outstanding options and warrants.
The transaction is expected to be completed in the first half of
2014, subject to the satisfaction of customary closing conditions,
including regulatory approvals and the approval of the shareholders
of Camco Financial. Given the size and structure, the transaction
has a de minimis impact to tangible book value. With over 45%
geographic overlap(1), Huntington expects the acquisition to be
accretive to earnings per share in the first full year. In
completing diligence, Huntington reviewed over 75% of the loan
portfolio.
About Huntington
Huntington Bancshares Incorporated is a $56 billion regional
bank holding company headquartered in Columbus, Ohio. The
Huntington National Bank, founded in 1866, provides full-service
commercial, small business, and consumer banking services; mortgage
banking services; treasury management and foreign exchange
services; equipment leasing; wealth and investment management
services; trust services; brokerage services; customized insurance
brokerage and service programs; and other financial products and
services. The principal markets for these services are Huntington's
six-state banking franchise: Ohio, Michigan, Pennsylvania, Indiana,
West Virginia, and Kentucky. The primary distribution channels
include a banking network of more than 700 traditional branches and
convenience branches located in grocery stores and retirement
centers, and through an array of alternative distribution channels
including internet and mobile banking, telephone banking, and more
than 1,400 ATMs. Through automotive dealership relationships within
its six-state banking franchise area and selected other Midwest and
New England states, Huntington also provides commercial banking
services to the automotive dealers and retail automobile financing
for dealer customer.
(1) 45% geographic overlap defined as branches within 1.5 miles
of a Huntington branch.
About Camco Financial Corporation
Camco Financial Corporation, holding company for Advantage Bank,
is a multi-state bank holding company headquartered in Cambridge,
Ohio. Advantage Bank offers community banking that includes
commercial, business and consumer financial services and internet
banking from 22 offices. Additional information about Camco
Financial may be found on the Company's web sites:
www.camcofinancial.com or www.advantagebank.com.
Important Information for Investors and
Shareholders
In connection with the proposed merger transaction, Huntington
will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Proxy
Statement of Camco, and a Prospectus of Huntington, as well as
other relevant documents concerning the proposed
transaction. Shareholders are urged to read the Registration
Statement and the Proxy Statement/Prospectus regarding the proposed
merger when it becomes available and any other relevant documents
filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information. A
free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Huntington and Camco, may be
obtained at the SEC's Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, from
Huntington at www.Huntington.com under the tab "Investor Relations"
and then under the heading "Publications and Filings", from
Huntington Investor Relations at 800-576-5007, and from Camco by
accessing Camco's website at
https://www.advantagebankonline.com under the tab "Investor
Relations" and then under the heading "SEC Filings", or from Camco
Investor Relations at 740-435-2020.
Huntington and Camco and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Camco in
connection with the proposed merger. Information about the
directors and executive officers of Huntington is set forth in the
proxy statement for Huntington's 2013 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on March 7,
2013. Information about the directors and executive officers of
Camco is set forth in the proxy statement for Camco's 2013 annual
meeting of shareholders, as filed with the SEC on a Schedule 14A on
April 19, 2013. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward looking statement
This document contains certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements, which are subject to numerous assumptions, risks, and
uncertainties. Forward-looking statements may be identified by
words such as expect, anticipate, believe, intend, estimate, plan,
target, goal, or similar expressions, or future or conditional
verbs such as will, may, might, should, would, could, or similar
variations.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements: (1)
worsening of credit quality performance due to a number of factors
such as the underlying value of collateral that could prove less
valuable than otherwise assumed and assumed cash flows may be worse
than expected; (2) changes in general economic, political or
industry conditions; uncertainty in U.S. fiscal and monetary
policy, including the interest rate policies of the Federal Reserve
Board; volatility and disruptions in global capital and credit
markets; (3) movements in interest rates; (4) competitive pressures
on product pricing and services; (5) success, impact, and timing of
our business strategies, including market acceptance of any new
products or services implementing our "Fair Play" banking
philosophy; (6) changes in accounting policies and principles and
the accuracy of our assumptions and estimates used to prepare our
financial statements; (7) extended disruption of vital
infrastructure; (8) the final outcome of significant litigation;
(9) the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III
regulatory capital reforms, as well as those involving the OCC,
Federal Reserve, and CFPB; and (10) the outcome of judicial and
regulatory decisions regarding practices in the residential
mortgage industry, including among other things the processes
followed for foreclosing residential mortgages. Additional factors
that could cause results to differ materially from those described
above can be found in Huntington's 2012 Annual Report on Form 10-K,
and documents subsequently filed by Huntington with the Securities
and Exchange Commission. All forward-looking statements included in
this document are based on information available at the time of the
release. Huntington assumes no obligation to update any
forward-looking statement.
CONTACT: Analysts:
Todd Beekman (todd.beekman@huntington.com), 614.480.3878
Mark Muth (mark.muth@huntington.com), 614.480.4720
Media:
Maureen Brown (maureen.brown@huntington.com), 614.480.5512
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