1
Exhibit 99.3
[BANCFIRST OHIO CORP. LOGO] [UNB CORP. LOGO]
FOR IMMEDIATE RELEASE
Contacts: James J. Pennetti
UNB Corp.
Executive Vice President and Chief Financial Officer
Telephone: 330.438.1118
E-mail address: jpennetti@unbcorp.com
James H. Nicholson
BancFirst Ohio Corp.
Executive Vice President and Secretary
Telephone: 740.588.6811
E-mail address: jnicholson@firstxpress.com
BANCFIRST OHIO CORP. AND UNB CORP. TO JOIN IN
MERGER OF EQUALS - CREATING A PREMIER OHIO-BASED
FINANCIAL SERVICES COMPANY
- Companies form $2.7 billion financial services organization
- Immediately accretive to diluted earnings per share upon closing
- Serving Ohio markets in Canton, Zanesville, Columbus, Newark and
Dayton
Canton and Zanesville, Ohio, September 6, 2001 - BancFirst Ohio Corp. (NASDAQ:
BFOH) and UNB Corp. (NASDAQ: UNBO), announced today they have signed a
definitive merger agreement structured as a merger of equals.
BancFirst Ohio Corp. and UNB Corp. will be merged into one holding company. The
name of the company will be determined in the fourth quarter of 2001.
Additionally, The First National Bank of Zanesville and United National Bank &
Trust Co. will merge under a common charter with a new name being announced in
the fourth quarter of 2001. The new corporation will offer its combined client
base a broad array of corporate banking, retail banking, government guaranteed
loan programs, aircraft lending, and wealth management products and services.
The combined strengths of these two organizations will provide a high level of
professionalism, financial services expertise and commitment to the communities
it will serve.
The new corporation will have a combined market value of approximately $415
million, total assets of $2.7 billion, with an additional $1.4 billion of
combined trust assets under management. The company will be headquartered in
Canton, Ohio with its operations center based in Zanesville, Ohio. The company
will maintain 48 financial centers throughout five metropolitan markets in Ohio
- - Canton, Zanesville, Columbus, Newark and Dayton.
The purchase accounting transaction will be immediately accretive to the diluted
earnings per share of the combined company upon closing. The transaction,
expected to close in the first quarter of 2002, has been approved by the boards
of directors of both companies and is subject to regulatory and shareholder
approvals. The terms of the agreement call for BancFirst Ohio Corp. shareholders
to receive, for each BancFirst Ohio Corp. share, 1.325 shares of UNB Corp.
common stock. BancFirst Ohio Corp. shareholders will own approximately 52
percent of the combined company and UNB Corp. shareholders will own
approximately 48 percent.
-more-
2
BANCFIRST OHIO CORP. AND UNB CORP. - MERGER OF EQUALS
PAGE TWO
When the holding company merger is completed, Gary N. Fields, president and
chief executive officer of BancFirst Ohio Corp., will become chairman of the
board; Roger L. Mann, chairman, president and chief executive officer of UNB
Corp., will be named president and chief executive officer; James H. Nicholson,
executive vice president and secretary of BancFirst Ohio Corp., and President
and Chief Executive Officer of The First National Bank of Zanesville, will be
named executive vice president and chief operating officer; and James J.
Pennetti, executive vice president and chief financial officer of UNB Corp.,
will become executive vice president and chief financial officer. The board of
directors of the new company will have 14 members, with seven coming from the
BancFirst Ohio Corp. board and seven from the UNB Corp. board.
"The consistent philosophy of this merger is a partnership built on the many
strengths of each organization and will result in a stronger company, better
suited to deliver improved returns to our shareholders, enhance stock liquidity
and attractiveness to the investment community," said Fields. "The depth of
talent on the new executive management team, created through this strategic
merger of equals, will be leveraged to grow our share in key growth markets. I
am confident these strengths will enable superior growth rates in revenues and
profits and will create an enviable franchise," said Fields.
The companies expect the merger to generate $4.3 million in annual expense
reductions, with most of the savings being realized in the first full-year from
the date of closing. This savings level is approximately 6.6 percent of the
companies' current combined expense base. The companies expect one-time,
merger-related, charges of $6.4 million (after-tax) related to staff training,
retention and severance; systems integration; professional fees and other
miscellaneous expenses.
"Our regions have strong economic fundamentals, our corporate cultures are very
similar, focused on being client driven, dedicated to providing value added
products and services, committed to delivering superior execution, and devoted
to operating with integrity," said Mann. "Our approach in integrating our
companies will be to provide the greatest returns to our shareholders, the best
value to our clients and the highest level of service to our communities. We
will select the best of the best -- people, products and systems which will
enhance shareholder and franchise value," said Mann. The companies expect the
merger integration process to be completed within 18 months.
UNB Corp. and BancFirst Ohio Corp. have granted each other options to purchase,
under certain circumstances, up to 14.9 percent of each other's outstanding
common shares. Stifel, Nicolaus & Company, Incorporated represented UNB Corp.
BancFirst Ohio Corp. was represented by Sandler O'Neill & Partners, LP.
Based in Canton, Ohio, UNB Corp., the holding company for wholly owned
subsidiaries United National Bank & Trust Co. (United Bank), United Banc
Financial Services, Inc., and United Financial Advisors, Inc., has assets in
excess of $1 billion. United Bank, UNB Corp.'s largest subsidiary, is a
full-service financial services organization with 21 retail Financial Centers
serving clients in northeast Ohio. United Bank offers a broad range of loan,
deposit and trust products, and other financial services. United Bank's Aircraft
Finance Group serves the national market for corporate and private aircraft
financing. For more information on UNB Corp. and its subsidiaries, visit the
company on the Web at www.unbcorp.com.
Based in Zanesville, Ohio, BancFirst Ohio Corp. is a $1.5 billion bank holding
company for The First National Bank of Zanesville, a full-service financial
services organization which operates as First National Bank in Muskingum County,
Ohio and as Bank First National, a division of The First National Bank of
Zanesville in its other markets. It has 27 retail Financial Centers serving
clients throughout central Ohio. The bank also has business lending centers in
Columbus, Cleveland, Dayton, Cincinnati, Louisville, Detroit and Indianapolis,
and was again the #1 SBA 7(a) lender in Ohio in 2000. The bank offers complete
trust services and financial planning services through its subsidiaries First
Financial Services Group, N.A. and financial planning services through Chornyak
& Associates, Inc. For more information on BancFirst Ohio Corp. and its
subsidiaries, visit the Company on the worldwide web at www.bancfirstohio.com.
-more-
3
BANCFIRST OHIO CORP. AND UNB CORP. - MERGER OF EQUALS
PAGE THREE
CONFERENCE CALL NOTIFICATION: Gary Fields, Roger Mann, Jim Nicholson and Jim
Pennetti will discuss the merger during a conference on Thursday, September 6,
beginning at 10:30 a.m. (ET). To participate, please dial 1-877-388-1596
approximately 10-minutes prior to the start of the call. Use the conference ID#
1714100.
Additionally, a replay of the conference call will begin at 2:00 p.m. ET,
Thursday, September 6, 2001, and conclude at 5:00 p.m. ET on Friday, September
14, 2001. To access the replay, dial 1-800-642-1687 and enter the conference ID#
1714100.
WEBCAST AND SLIDE PRESENTATION INSTRUCTIONS: To gain access to the listen-only
webcast, and slide presentation go to www.unbcorp.com (select the Investors
page) or www.bancfirstohio.com, and click on the webcast link. Please log on to
either Web site at least 10 minutes prior to the call to register, download and
install any necessary audio software. A replay of the webcast also will be
available beginning at 3 p.m., Thursday, September 6, 2001.
FORWARD-LOOKING STATEMENT
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
(i) statements about the benefits of the merger between BancFirst Ohio Corp. and
UNB Corp., including future financial and operating results, cost savings,
enhanced revenues, and accretion to reported earnings that may be realized from
the merger; (ii) statements with respect to BancFirst Ohio Corp.'s and UNB
Corp.'s plans, objectives, expectations and intentions and other statements that
are not historical facts; and (iii) other statements identified by words such as
"believes", "expects", "anticipates", "estimates", "intends", "plans", "targets"
and similar expressions. These statements are based upon the current beliefs and
expectations of BancFirst Ohio Corp.'s and UNB Corp.'s management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements: (1) the risk that the businesses of BancFirst Ohio
Corp. and UNB Corp. will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of BancFirst Ohio Corp.'s and UNB
Corp.'s stockholders to approve the merger; (7) competitive pressures among
depository and other financial institutions may increase significantly and have
an effect on pricing, spending, third-party relationships and revenues; (8) the
strength of the United States economy in general and the strength of the local
economies in which the combined company will conduct operations may be different
than expected resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit, including the resultant effect on the
combined company's loan portfolio and allowance for loan losses; (9) changes in
the U.S. and foreign legal and regulatory framework; and (10) adverse conditions
in the stock market, the public debt market and other capital markets (including
changes in interest rate conditions) and the impact of such conditions on the
combined company's capital markets and asset management activities. Additional
factors that could cause BancFirst Ohio Corp.'s and UNB Corp.'s results to
differ materially from those described in the forward-looking statements can be
found in BancFirst Ohio Corp.'s and UNB Corp.'s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the
Securities and Exchange Commission. All subsequent written and oral
forward-looking statements concerning the proposed transaction or other matters
and attributable to BancFirst Ohio Corp. or UNB Corp. or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements referenced above. BancFirst Ohio Corp. and UNB Corp. do not undertake
any obligation to update any forward-looking statement to reflect circumstances
or events that occur after the date the forward-looking statements are made.
-more-
4
BANCFIRST OHIO CORP. AND UNB CORP. - MERGER OF EQUALS
PAGE FOUR
ADDITIONAL INFORMATION: The proposed transaction will be submitted to BancFirst
Ohio Corp.'s and UNB Corp.'s stockholders for their consideration, and BancFirst
Ohio Corp. and UNB Corp. will file a registration statement, a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. Stockholders are urged to read the registration
statement and the joint proxy statement/prospectus regarding the proposed
transaction 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 joint proxy statement/prospectus, as well as other filings
containing information about BancFirst Ohio Corp. and UNB Corp., at the SEC's
Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the joint proxy statement/prospectus can also be obtained, without charge, by
directing a request to UNB Corp., Investor Relations, P.O. Box 24190, Canton,
Ohio 44701, 800-773-4862 ext. 1118, or 330-438-1118 or to BancFirst Ohio Corp.,
P.O. Box 4658, Zanesville, Ohio 43702-4658, 740-588-6810.
# # #