425
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Filed by First Niagara Financial Group, Inc. |
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Pursuant to Rule 425 under the Securities Act of 1933 |
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and deemed filed pursuant to Rule 14a-12 under the |
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Securities Exchange Act of 1934 |
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Subject Company: NewAlliance Bancshares, Inc. |
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SEC Registration Statement No.: 001-32007 |
First Niagara Merger with NewAlliance Remains on Track
Shareholder and regulatory filing processes on schedule
Regional leadership and workforce planning well underway
BUFFALO, N.Y., October 18, 2010 First Niagara Financial Group (Nasdaq: FNFG) provided an update
today on its previously announced merger with NewAlliance Bancshares, Inc. (NYSE: NAL).
We continue to proceed on schedule with the shareholder and regulatory filing processes, as well
as our leadership and workforce planning, all of which have been the focus of our efforts for the
last 60 days since announcing the deal in August, President and Chief Executive Officer John R.
Koelmel said. The employee and in-market response has been tremendous and were more excited than
ever about the opportunity to provide customers and the region with the benefits of the success
First Niagara and NewAlliance can achieve together in New England.
On September 27, First Niagara filed a registration statement on Form S-4 with the Securities and
Exchange Commission, as part of the customary shareholder approval process. Special meetings of
each of the companies shareholders are expected to be held in December 2010 or January 2011.
By the end of this month, merger applications will be submitted to federal banking regulators at
the Federal Reserve and Office of the Comptroller of the Currency, and the banks will also submit
their state application to the Connecticut Department of Banking seeking a standard notice of
intention not to disapprove the merger. The transaction is targeted to be completed in April
2011.
Today, NewAlliance Chairman, President and CEO Peyton R. Patterson announced her decision to pursue
other interests after completion of the merger. She will continue to lead NewAlliance through the
integration and transition process, up until the close of the transaction.
In the coming months, the banks expect to finalize and announce plans for the First Niagara New
England regional leadership positions that will be based in New Haven, including potential
post-merger roles for other NewAlliance executives. As previously disclosed, a total of three
NewAlliance directors will also join the post-merger First Niagara board at transaction closing.
In-market leadership will be based in what is now the NewAlliance Bank Building on Church Street in
New Haven, which will become the New England Regional Market Center for First Niagara. Leaders in
New Haven and across Connecticut and Massachusetts will continue to make local decisions on credit
and banking operations, as well as philanthropy and corporate citizenship.
First Niagara re-affirmed its plan is to maintain all NewAlliance customer-facing positions, as all
88 NewAlliance branches are expected to be rebranded as First Niagara locations after transaction
closing.
We are beginning to pursue opportunities to reposition the workforce to be more heavily
focused on retail and commercial banking services, in order to drive growth of the business in New
England, Koelmel said. At the same time, since we announced our plans to merge, we have been
candid with employees about the likelihood of some short-term back-office job losses after
completion of the merger next year.
First Niagara also reiterated its commitment to at least maintain, if not increase, the significant
level of philanthropic and corporate citizenship activity that NewAlliance has devoted to the
communities it serves.
NewAlliance has earned a positive reputation as a strong corporate citizen through its
philanthropic investments and community outreach, said Koelmel. First Niagara strongly believes
that active corporate citizenship is one of the key cornerstones of success, and we have been
working diligently to build relationships with worthy non-for-profits and charitable organizations
in NewAlliances markets.
In addition to meeting with non-profit, education, community and cultural leaders in those
markets, Ive been fortunate to have the opportunity to meet with NewAlliance employees, business
executives and government officials across Connecticut and Massachusetts. Im gratified by the positive feedback weve received. It only boosts our level of enthusiasm for the
opportunity to serve this marketplace.
About First Niagara Financial Group
First Niagara Financial Group, Inc., through its wholly owned subsidiary, First Niagara Bank, N.A.,
has $21 billion in assets, 255 branches and $14 billion in deposits. First Niagara Bank is a
multi-state community-oriented bank with about 3,800 employees providing financial services to
individuals, families and businesses. Upon completion of its pending merger with NewAlliance
Bancorp, Inc. subject to customary closing conditions including approvals from regulators and
shareholders First Niagara will have more than $29 billion in assets, $18 billion in deposits
and 340 branches across Upstate New York, Pennsylvania, Connecticut and Massachusetts. For more
information, visit www.fnfg.com.
Additional Information for Stockholders
In connection with the proposed merger, First Niagara Financial Group, Inc. (First Niagara) has
filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of
NewAlliance Bancshares, Inc. (NewAlliance) and a Proxy Statement/Prospectus of First Niagara, as
well as other relevant documents concerning the proposed transaction. A definitive Proxy
Statement/Prospectus will be mailed to stockholders of NewAlliance and a definitive Proxy Statement
will be mailed to stockholders of First Niagara after the Registration Statement is declared
effective. The Registration Statement has not yet become effective. Stockholders are urged to read
the Registration Statement and the definitive 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 may obtain
a free copy of the definitive Proxy Statement/Prospectus, as well as other filings containing
information about First Niagara and NewAlliance at the SECs Internet site (http://www.sec.gov).
You may also obtain these documents, free of charge, from First Niagara 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.
First Niagara 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
First Niagara is set forth in the proxy statement for First Niagaras 2010 annual meeting of
stockholders, 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 stockholders, 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. You may obtain free copies of this document as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements contained in this release that are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the Act), notwithstanding that such statements are not specifically identified as such. In
addition, certain statements may be contained in our future filings with the Securities and
Exchange Commission, in press releases, and in oral and written statements made by us or with our
approval that are not statements of historical fact and constitute forward-looking statements
within the meaning of the Act. Examples of forward-looking statements include, but are not limited
to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment
or nonpayment of dividends, capital structure and other financial items; (ii) statements of our
plans, objectives and expectations or those of our management or Board of Directors, including
those relating to products or services; (iii) statements of future economic performance; and (iv)
statements of assumptions underlying such statements. Words such as believes, anticipates,
expects, intends, targeted, continue, remain, will, should, may and other similar
expressions are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ
materially from those in such statements. Factors that could cause actual results to differ from
those discussed in the forward-looking statements include, but are not limited to: local,
regional, national and international economic conditions and the impact they may have on us and our
customers and our assessment of that impact, changes in the level of non-performing assets and
charge-offs; changes in estimates of future reserve requirements based upon the periodic review
thereof under relevant regulatory and accounting requirements; the effects of and changes in trade
and monetary and fiscal policies and laws, including the interest rate policies of the Federal
Reserve Board; inflation, interest rate, securities market and monetary fluctuations; political
instability; acts of war or terrorism; the timely development and acceptance of new products and
services and perceived overall value of these products and services by users; changes in consumer
spending, borrowings and savings habits; changes in the financial performance and/or condition of
our borrowers; technological changes; acquisitions and integration of acquired businesses; the
ability to increase market share and control expenses; changes in the competitive environment among
financial holding companies and other financial service providers; the quality and composition of
our loan or investment portfolio; the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries
must comply; the effect of changes in accounting policies and practices, as may be adopted by the
regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial
Accounting Standards Board and other accounting standard setters; changes in our organization,
compensation and benefit plans; the costs and effects of legal and regulatory developments,
including the resolution of legal proceedings or regulatory or other governmental inquiries and the
results of regulatory examinations or reviews; greater than expected costs or difficulties related
to the opening of new branch offices or the integration of new products and lines of business, or
both; and/or our success at managing the risk involved in the foregoing items.
Forward-looking statements speak only as of the date on which such statements are made. We
undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which such statement is made, or to reflect the occurrence of unanticipated
events.
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First Niagara Contact |
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Leslie G. Garrity
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Public Relations and Corporate Communications Manager |
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(716) 819-5921 |
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leslie.garrity@fnfg.com |