Filing under Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934
Filing by: First Niagara Financial Group, Inc.
Subject Company: NewAlliance Bancshares, Inc.
SEC File No. of NewAlliance Bancshares, Inc.: 001-32007
Grounded
in community.
Growing
together.
We are proud to announce the merger of NewAlliance Bank and First Niagara Bankbringing together
two of the strongest, fastest-growing financial services brands in the country.
With both organizations operating from positions of tremendous strength, our mutual commitment to
exceptional customer service, community involvement and an unrivaled customer-first philosophy
makes this partnership a natural fit.
Were truly excited about the prospect of building a stronger, combined organization. Together, we
will be able to deliver far more value to our customers, communities and shareholders than we would
alone.
Sincerely,
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Peyton R. Patterson
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John R. Koelmel |
Chairman and Chief Executive Officer
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President and Chief Executive Officer |
NewAlliance Bank
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First Niagara |
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NewAlliance Bank MEMBER FDIC
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First Niagara Bank, N.A. MEMBER FDIC |
In connection with the proposed merger, First Niagara Financial Group, Inc. (FNFG) will file
with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of
NewAlliance Bancshares, Inc. (NewAlliance) and a Prospectus of FNFG, 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 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. You will be able to obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about FNFG and NewAlliance at
the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free
of charge, from FNFG at www.fnfg.com under the tab Investor Relations and then under the heading
Documents or from NewAlliance by accessing NewAlliances website at www.newalliancebank.com under
the tab Investors and then under the heading SEC Filings.
FNFG and NewAlliance and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of NewAlliance in connection with
the proposed merger. Information about the directors and executive officers of FNFG is set forth in
the proxy statement for FNFGs 2010 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 19, 2010. Information about the directors and executive officers of
NewAlliance is set forth in the proxy statement for NewAlliances 2010 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 11, 2010. 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. You may obtain free copies of this document as described in the
preceding paragraph.
Forward-Looking Statements
This advertisement contains forward-looking statements with respect to the financial condition and
results of operations of First Niagara Financial Group, Inc. These forward-looking statements
involve certain risks and uncertainties. Factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements include, among others, the following
possibilities: (1) changes in the interest rate environment; (2) competitive pressure among
financial services companies; (3) general economic conditions including an increase in
non-performing loans that could result from an economic downturn; (4) changes in legislation or
regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6)
difficulties in the integration of acquired businesses; and (7) increased risk associated with an
increase in commercial real estate and business loans and non-performing loans.