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)
The
following excerpts are from Huntington’s 2007 first quarter earnings press
release and slide presentation.
*
*
*
“We
also
made very good progress in moving forward with our pending merger with Sky
Financial Group, Inc.,” he noted. “A lot of detailed planning is
underway. We remain highly confident that this merger should generate
significant shareholder value.”
*
*
*
On
December 20, 2006, the company announced its pending merger with Sky Financial
Group. This merger is subject to approval by Huntington and Sky
Financial shareholders, regulatory approvals, and other customary closing
conditions. As previously announced, the merger is expected to close
early in the 2007 third quarter and is estimated to be slightly accretive to
2007 reported earnings, excluding merger charges.
*
*
*
w
Sky Financial Group Merger Integration preparation proceeding as
planned
*
*
*
Franchise
Pro-forma Including
Impact of Pending
Merger of
Sky Financial Group
|
 |
A Stronger Regional Presence
Pro Forma Deposits - Top 11 MSAs
MSA Rank BOs Deposits Share
Columbus 1 81 $8,625 28.1%
Cleveland 5 78 3,330 5.2
Indianapolis 3 63 2,624 10.6
Detroit 8 42 2,297 2.6
Toledo 1 56 2,258 24.9
Pittsburgh 7 46 1,845 3.0
Youngstown 1 40 1,777 21.5
Cincinnati 5 37 1,546 3.8
E. Liverpool-Salem 1 15 1,261 57.9
Canton-Massillon 1 28 1,238 24.3
Grand Rapids 3 23 1,216 10.3
BOs = Banking offices
Source: SNL Financial, company presentations and filings. FDIC deposit data as
of June 30, 2006; excludes the impact of any banking office closings
|
 |
Pro Forma Deposit Market Share (1)
($MM) Huntington
Rank BOs Deposits Share
Ohio 4 228 $16,278 7.8%
Michigan 9 119 5,143 3.4
Indiana 23 25 798 0.9
Pennsylvania -- -- -- --
West Virginia 6 31 1,549 6.2
Kentucky 28 14 444 0.7
Columbus 1 67 $ 8,302 27.0%
Cleveland 8 47 2,370 3.7
Indianapolis 9 19 617 2.5
Detroit 8 42 2,297 2.6
Toledo 4 20 969 10.7
Pittsburgh -- -- -- --
Youngstown -- -- -- --
Cincinnati 5 36 1,532 3.8
E. Liverpool-Salem -- -- -- --
Canton-Massillon 2 16 783 15.4
Grand Rapids 3 23 1,216 10.3
Akron 8 13 447 4.2
Dayton 6 11 468 4.6
Sky Financial Pro Forma
Rank BOs Deposits Share Rank BOs Deposits Share
7 221 $ 8,620 4.1% 3 449 $24,898 11.9%
93 5 125 0.1 9 124 5,268 3.5
9 44 2,016 2.3 5 69 2,815 3.2
17 66 2,552 1.1 17 66 2,552 1.1
61 3 76 0.3 6 34 1,625 6.6
-- -- -- -- 28 14 444 0.7
15 14 $ 323 1.1% 1 81 $ 8,625 28.1%
13 31 960 1.5 5 78 3,330 5.2
4 44 2,007 8.0 3 63 2,624 10.6
-- -- -- -- 8 42 2,297 2.6
3 36 1,289 14.2 1 56 2,258 24.9
7 46 1,845 3.0 7 46 1,845 3.0
1 40 1,777 21.5 1 40 1,777 21.5
75 1 14 0.0 5 37 1,546 3.8
1 15 1,261 57.9 1 15 1,261 57.9
6 12 455 8.9 1 28 1,238 24.3
-- -- -- -- 3 23 1,216 10.3
9 15 427 4.0 6 28 874 8.2
11 4 129 1.3 6 15 597 5.9
(1) June 2006 FDIC data; excludes impact of any banking office closings
BOs = Banking offices
|
 |
*
*
*
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 a proxy statement/prospectus. Stockholders will be 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 will be 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
will be 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, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.