Filed
by
Huntington Bancshares Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14a-6(b)
of
the
Securities Exchange Act of 1934
Subject
Company: Sky Financial Group, Inc.
(Commission
File No. 333-140897)
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NEWSRELEASE
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 |
FOR
IMMEDIATE RELEASE
May
30, 2007
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Contacts:
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Analysts
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Media
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Jay
Gould
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(614)
480-4060
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Jeri
Grier-Ball
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(614)
480-5413
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Jack
Pargeon
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(614)
480-3878
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Maureen
Brown
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(614)
480-4588
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HUNTINGTON
BANCSHARES INCORPORATED ANNOUNCES VOTE AT
41ST
ANNUAL SHAREHOLDERS
MEETING
•
Approves issuance of Huntington common stock in proposed merger
with
Sky
Financial Group, Inc.
•
Approves all other proposals
COLUMBUS,
Ohio - Shareholders of Huntington
Bancshares
Incorporated (Nasdaq: HBAN)
today voted at the 2007 annual meeting of shareholders to approve the issuance
of Huntington
common stock in connection with the
proposed merger of Sky Financial Group, Inc. (Nasdaq: SKYF) with and into
Penguin Acquisition, LLC, a wholly owned subsidiary of Huntington.
The proposed merger was originally
announced on December 20, 2006 and is still subject to other customary
closing conditions, including the approval of Sky Financial shareholders
at a
special meeting of shareholders scheduled to take place on June 4, 2007,
and
approval by the Federal Reserve Board, the final banking regulatory approval
necessary for the merger to be completed.
During
the annual meeting, shareholders
also elected three directors, ratified the appointment of Deloitte & Touche
LLP as independent auditors for 2007, approved the 2007 Stock and Long-Term
Incentive Plan and the First Amendment to the Management Incentive Plan and
approved the proposed amendment of Huntington’s
charter to increase the authorized
common stock.
Speaking
at the company’s
annual meeting, Chairman, President
and Chief Executive Officer Thomas E. Hoaglin noted that the proposed merger
is expected to result
in significant earnings accretion
in 2008. It also represents a great geographic fit. According to Hoaglin,
the
combined
company will rank third in
Ohio
in deposit market share, with the
leading position in the Columbus,
Toledo,
Canton
and Youngstown MSAs. It will also have
the third highest share in Indianapolis.
Customers will gain added convenience
with Huntington’s
more than 600 banking
offices and 1,400
ATMs in Ohio,
Michigan,
Kentucky,
Indiana,
West
Virginia and Western
Pennsylvania.
Re-elected
Directors are David P. Lauer,
Kathleen H. Ransier and Thomas E. Hoaglin.
(more)
About
Huntington
Huntington
Bancshares Incorporated is a $35 billion regional bank holding company
headquartered in Columbus, Ohio. Through its affiliated companies,
Huntington has more than 141 years of serving the financial needs of its
customers. Huntington provides innovative retail and commercial
financial products and services through over 380 regional banking offices
in
Indiana, Kentucky, Michigan, Ohio, and West Virginia. Huntington also offers
retail and commercial financial services online at huntington.com; through
its
technologically advanced, 24-hour telephone bank; and through its network
of
nearly 1,000 ATMs. Selected financial service activities are also
conducted in other states including: Dealer Sales offices in Arizona, Florida,
Georgia, North Carolina, New Jersey, Pennsylvania, South Carolina, and
Tennessee; Private Financial and Capital Markets Group offices in Florida;
and
Mortgage Banking offices in Maryland and New Jersey. International
banking services are made available through the headquarters office in Columbus
and a limited purpose office located in the Cayman Islands and another located
in Hong Kong.
Forward-looking
Statement
This
document contains certain
forward-looking statements, including certain plans, expectations, goals,
and
projections, and including statements about the benefits of the merger between
Huntington and Sky Financial, 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 Sky Financial 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; Huntington and/or Sky Financial’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 2006 Annual Report on Form 10-K, Sky
Financial’s 2006 Annual Report on Form 10-K, and documents subsequently filed by
Huntington and Sky Financial 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
Sky
Financial assumes any obligation to update any forward-looking
statement.
Additional
Information About the Huntington and Sky Financial Group Merger and Where
to
Find It
In
connection with the proposed merger of Huntington Bancshares Incorporated
and
Sky Financial Group, Huntington and Sky Financial will be filing relevant
documents concerning the transaction with the Securities and Exchange
Commission. On April 19, 2007, Huntington filed Amendment No. 2 to the
registration statement on Form S-4 with the Securities and Exchange Commission,
which includes the final proxy statement/prospectus. Stockholders are able
to
obtain a free copy of the proxy statement/prospectus, as well as other filings
containing information about Huntington and Sky Financial, 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 are incorporated by reference in the proxy statement/prospectus can
also be
obtained, without charge, by directing a request to Huntington, Huntington
Center, 41 South High Street, Columbus, Ohio 43287, Attention: Investor
Relations, 614-480-4060, or Sky Financial, 221 South Church Street, Bowling
Green, Ohio, 43402. The final proxy statement/prospectus has been mailed
to
stockholders of Huntington and Sky Financial.
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 Huntington and Sky Financial and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Huntington’s directors and
executive officers is available in its proxy statement included in the
registration statement filed with the SEC by Huntington on April 19, 2007.
Information regarding Sky Financial’s directors and executive officers is
available in its proxy statement filed with the SEC by Sky Financial on February
23, 2006. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
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