Filed by First Niagara Financial Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Harleysville National Corporation
Commission File No. 0-15237
On December 8, 2009, First Niagara Financial Group, Inc. posted the following letter from John R. Koelmel, President and Chief Executive Officer of First Niagara, on the Harleysville National Bank and Trust Company Employee Website, as well as the presentation that follows this letter.
HNBC-EMPLOYEE WEB SITE
MESSAGE UPDATED DECEMBER 2009
Message from John R. Koelmel, President and CEO
December 2009
We’re making great progress toward completing the conversion and integration of First Niagara and Harleysville in the first quarter of 2010, and we can’t wait to have you officially join our team. We continue to work closely with your Executive Leadership Team to make the best decisions when it comes to our combined companies for the long term, while allowing the shareholder and regulatory approval processes to run their course.
Last month, First Niagara reported third quarter results, highlighting the continued strength, stability and profitability of our business, and illustrating how we’re using our capital position to drive profitable growth in established Upstate New York markets as well as jump starting our efforts in Western Pennsylvania. The real key to that success, as we’ve learned through our seven whole-bank acquisitions, is the skills and judgment of the people who live and work in the communities we join. That’s why underwriting and other critical decisions are made at a local level at First Niagara. It’s also why we establish Regional Market Centers, as we plan to do in Southeastern Pennsylvania. Your family, friends and neighbors are First Niagara’s future customers, so you’re the key to our success in Southeastern Pennsylvania and the Lehigh Valley.
I know that by combining our teams we will be the clear winner in banking and financial services in your communities, consistent with our objective in every market where First Niagara does business today.
Thank you for all of the good work you do each and every day. For an integration update, click here LINK TO UPDATE and if you have any additional integration related questions, just e-mail (left intentionally blank).
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John R. Koelmel
President and CEO
Shareholder Information- First Niagara will file a registration statement, including a prospectus that will also serve as the proxy statement for the vote of the stockholders of Harleysville National Corporation, and other relevant documents concerning the proposed merger between First Niagara and Harleysville with the Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the registration statement and the proxy statement/prospectus 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 First Niagara and Harleysville, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus also can be obtained, when available and without charge, by directing a request to First Niagara Financial Group, Inc., Attention: Anthony M. Alessi, Investor Relations, 6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514, (716) 625-7692 , or to Harleysville National Corporation, 483 Main Street, Harleysville, Pennsylvania 19438, Attention: Noel Devine (215) 256-8851 ext 61703.
First Niagara, Harleysville and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Harleysville in connection with the acquisition. Information about the directors and executive officers of Harleysville and their ownership of Harleysville common stock is set forth in Harleysville’s most recent proxy statement as filed with the SEC, which is available at the SEC’s Internet site (http://www.sec.gov) and at Harleysville’s address in the preceding paragraph. Information about the directors and executive officers of First Niagara is set forth in First Niagara’s most recent proxy statement filed with the SEC and available at the SEC’s Internet site and from First Niagara at the address set forth in the preceding paragraph.
Additional information regarding the interests of these participants may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
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