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.
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“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.”
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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.
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w Sky Financial Group Merger Integration preparation proceeding as planned
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Franchise
Pro-forma Including
Impact of Pending
Merger of
Sky Financial Group
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A Stronger Regional Presence
Pro Forma Deposits - Top 11 MSAs
MSA Rank BOs Deposits Share
Columbus 1 81 $8,625 28.1%
Cleveland 5 78 3,330 5.2
Indianapolis 3 63 2,624 10.6
Detroit 8 42 2,297 2.6
Toledo 1 56 2,258 24.9
Pittsburgh 7 46 1,845 3.0
Youngstown 1 40 1,777 21.5
Cincinnati 5 37 1,546 3.8
E. Liverpool-Salem 1 15 1,261 57.9
Canton-Massillon 1 28 1,238 24.3
Grand Rapids 3 23 1,216 10.3
BOs = Banking offices
Source: SNL Financial, company presentations and filings. FDIC deposit data as
of June 30, 2006; excludes the impact of any banking office closings
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Pro Forma Deposit Market Share (1)
($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
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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.