EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Marty E. Adams
Chairman and CEO
Sky Financial Group, Inc.
(419) 254-6182
Kenneth T. Koehler
President and CEO
Metropolitan Financial Corp.
(216) 206-1215
SKY FINANCIAL GROUP TO ACQUIRE METROPOLITAN BANK & TRUST
October 24, 2002 (Bowling Green, Ohio, NASDAQ: SKYF) Sky Financial Group, Inc.
announced today the execution of a definitive agreement to acquire Metropolitan
Financial Corp. (NASDAQ: METF), Highland Hills, Ohio and its wholly-owned
subsidiary, Metropolitan Bank and Trust Company. Metropolitan Bank is a $1.5
billion bank that operates 24 full-service retail sales offices in the
Cleveland, Ohio market and maintains six loan production offices throughout Ohio
and western Pennsylvania. It is anticipated that the transaction will be
completed in the second quarter of 2003, pending regulatory approvals and the
approval of the stockholders of Metropolitan Financial Corp.
Under the terms of the agreement, shareholders of Metropolitan will be entitled
to receive cash, shares of Sky Financial Group, or a combination thereof, based
upon an election process to occur prior to closing. Cash consideration is valued
at $4.70 per Metropolitan share and stock consideration is fixed at an exchange
ratio of .2554 shares of Sky Financial for each share of Metropolitan. The
agreement further provides that, in the aggregate, no more than 70% and no less
than 55% of the Metropolitan shares will be exchanged for Sky Financial common
stock. The agreement also provides for certain purchase price adjustments tied
to the settlement of pending transactions and the valuation of specified assets
as of the closing date.
This transaction is currently valued up to $78.6 million. The agreement provides
for the merger of Metropolitan Financial Corp. into Sky Financial Group, and the
subsequent merger of Metropolitan Bank & Trust into Sky Bank, Sky Financial
Group's commercial banking affiliate.
"We are excited to add Metropolitan Bank & Trust to Sky Financial Group," stated
Marty E. Adams, Chairman and CEO of Sky. "As with our recent acquisition of
Three Rivers Bank in Pittsburgh, Metropolitan has an important presence in a
major metropolitan area. The Cleveland, Ohio market has been a target expansion
area for our company for some time. Metropolitan will fit nicely into our
regional financial services structure where local decision making is key."
The market area that includes the 24 Metropolitan offices complements one
existing Sky Bank office in Chagrin Falls and Sky's Trust division,
headquartered in Pepper Pike, Ohio, a suburb of Cleveland.
Kenneth T. Koehler, President and CEO of Metropolitan Financial Corp. said, "The
affiliation with Sky is an excellent opportunity for our clients, employees, and
shareholders, and for the communities in which Metropolitan Bank operates. Sky
continually ranks as one of the top performing financial service companies in
America. This high level of financial performance, in concert with their
commitment to community financial services, makes them a great choice for
Metropolitan." Mr. Koehler also stated that the Metropolitan offices would be
operated as a separate region of Sky Bank, with its own regional board and
regional president.
Sky has appointed Richard R. Hollington III as the regional president for this
new region of Sky Bank, which will include the 24 offices of Metropolitan Bank.
Hollington currently serves as Executive Vice President/Corporate Director of
Financial Services. "Dick's strategic background as well as his proven
leadership ability with other product areas within Sky gives him the experience
needed to thrive as the leader of this new region," stated Marty E. Adams.
Hollington joined Sky Bank in May 1996. He is a Cleveland native and resides in
Shaker Heights, Ohio.
The merger is expected to be accretive to earnings per share by approximately
1.7% in the first full year of operations and 3.0% on a cash basis, due to the
expected cost savings benefits achieved through the integration of systems and
support functions, improved branch efficiencies and increased alternative
delivery channels for financial products and services. After-tax merger-related
costs of approximately $11.3 million will be recognized in the quarter that the
merger is completed.
Upon completion of the acquisition of Metropolitan Financial Corp., on a pro
forma basis using September 30, 2002 data, Sky Financial Group will have $12.5
billion in total assets, $8.6 billion in total deposits and $868 million in
total shareholders' equity, with approximately 254 financial centers in Ohio,
Pennsylvania, West Virginia, Indiana and Michigan. The combined company will
have a market capitalization of $1.7 billion, ranking Sky Financial as the 54th
largest bank holding company in the United States.
The information in this press release contains forward-looking statements
regarding the expected future financial performance that are not historical
facts and that involve risks and uncertainties. Actual results and performance
could differ materially from those contemplated by these forward-looking
statements.
Today, October 24, 2002 at 2:00 p.m., a simultaneous web cast of a conference
call with Marty E. Adams, Chairman and CEO and Kevin T. Thompson, Chief
Financial Officer of Sky Financial Group, will be available online on the
company's website at www.skyfi.com. Mr. Adams and Mr. Thompson will
provide an overview of the Metropolitan transaction to financial analysts. The
web cast is open to the public with both media and individual investors invited
to listen in via the Internet. A replay of the call will also be available on
Sky Financial's website for 10 business days following the event. A detailed
presentation of the Metropolitan transaction is posted on Sky Financial's
website at www.skyfi.com.
Sky Financial Group, Inc. is a diversified financial holding company
headquartered in Bowling Green, Ohio. Sky operates approximately 230 financial
centers and over 200 ATMs serving communities in Ohio, Pennsylvania, Michigan,
Indiana and West Virginia. The company's related financial service affiliates
include Sky Bank, Sky Trust, Sky Financial Solutions, Sky Access, Celaris Group,
Picton Cavanaugh and Meyer & Eckenrode Insurance Group.
- end -