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Exhibit 99
FOR IMMEDIATE RELEASE
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JANUARY 13, 2000
NEWS RELEASE
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BANCFIRST OHIO CORP. AND MILTON FEDERAL FINANCIAL CORPORATION SIGN DEFINITIVE
AGREEMENT
ZANESVILLE, Ohio--BancFirst Ohio Corp. (Nasdaq National Market: "BFOH") and
Milton Federal Financial Corporation (Nasdaq National Market: "MFFC") jointly
announced today the signing of a definitive agreement for the acquisition of
MFFC by BFOH. BFOH is a single bank holding company, with the First National
Bank of Zanesville as its wholly owned subsidiary. The bank operates as First
National Bank in Muskingum County, Ohio and as Bank First National, a division
of The First National Bank of Zanesville in all other areas. It has nine full
service banking offices in Muskingum County, six in Licking County, five in
Franklin County and two banking locations in the Dayton area. The bank also has
business lending centers in Columbus, Cleveland, Dayton, Cincinnati, Louisville,
Indianapolis and Detroit and offers complete trust services through First
Financial Services Group, N.A. and financial planning services through Chornyak
& Associates, Inc., subsidiaries of First National Bank. MFFC, the holding
company for Milton Federal Savings Bank has four offices located in Montgomery
and Miami Counties. Upon completion of the merger, Milton Federal Savings Bank
will be merged into First National Bank
Under the terms of the agreement, BFOH will exchange .444 shares of its
common stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC.
MFFC's outstanding stock options will be redeemed for cash equal to the
acquisition price per share less than the exercise price of the options prior to
closing. Based on BFOH's closing price of $20.375 on January 12, 2000, the
transaction would be valued at $33.3 million. The merger will be accounted for
as a purchase, and is expected to be accretive to earnings per share in the
first full year of combined operations.
The merger is expected to be consummated in the second quarter of 2000,
pending approval by MFFC's shareholders, regulatory approval and other customary
conditions of closing. The stock portion received in the transaction is expected
to be considered "tax-free".
MFFC has granted to BFOH an option to purchase up to 19.9% of MFFC's
outstanding shares upon the occurrence of certain events.
At September 30, 1999, MFFC had total assets of $256.7 million,
deposits of $168.5 million and shareholders' equity of $25.0 million. For the
twelve months ended September 30, 1999, MFFC reported net income of $1.6 million
with a return on assets of 0.63% and a return on shareholders' equity of 6.19%.
At September 30, 1999, BFOH had total assets of $1.2 billion, deposits of $789.3
million and shareholders' equity of $83.6 million.
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Gary N. Fields, President and Chief Executive Officer of BFOH, states,
"We are very pleased to announce this merger with Milton Federal Financial
Corporation. This acquisition is consistent with our strategy of developing
banking franchises in high growth markets along the I-70 corridor and certainly
compliments our existing banking franchise in the Dayton area. Also, this
acquisition is consistent with our stated priorities of having very high asset
quality. We will now have a $1.5 billion bank that will be well positioned to
pursue other growth opportunities. We look forward to welcoming Milton Federal's
customers and employees."
Glenn E. Aidt, President and Chief Executive Officer of Milton Federal
Financial Corporation, stated, "We believe that this transaction will benefit
our shareholders, customers, employees and community. Our shareholders will
realize significant benefits from the increased liquidity and market value this
combination provides. BancFirst is one of Ohio's premier community financial
institutions and offers a broad array of products that meet the needs of our
customers."
THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES CONTEMPLATED
HEREBY IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE. AN OFFER TO SELL SHALL ONLY BE MADE PURSUANT TO A PROSPECTUS PREPARED
PURSUANT TO THE SECURITIES ACT OF 1933.
This release contains certain estimates and projections regarding the combined
company following the merger. These estimates and projections constitute
forward-looking statements (within the meaning of the Private Securities
Litigation reform act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Internal and external factors that could
cause such a difference include, but are not limited to: (1) expected cost
savings from the mergers cannot be fully realized or realized within the
expected time frame; (2) revenues following mergers are lower than expected; (3)
competitive pressures among depository institutions increase significantly; (4)
costs or difficulties related to the integration; (5) changes in the interest
rate environment reduce net interest income; (6) general economic conditions
deteriorate, either nationally or in the markets in which the combined company
will be doing business; and (7) legislation or regulatory changes adversely
affect the businesses in which the combined company would be engaged.