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
Banking takes
two big steps forward.
We are proud to announce the merger of First Niagara Bank and NewAlliance
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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John R. Koelmel
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Peyton R. Patterson |
President and Chief Executive Officer
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Chairman and Chief Executive Officer |
First Niagara
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NewAlliance Bank |
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First Niagara Bank, N.A. MEMBER FDIC
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NewAlliance Bank 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.