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Exhibit 99
[NEWS RELEASE - LOGO] [HUNTINGTON BANK LOGO]
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
SUBMITTED: MAY 5, 1997 ANNE CREEK (614) 480-3954
HUNTINGTON BANCSHARES INCORPORATED
TO ACQUIRE FIRST MICHIGAN BANK CORPORATION
COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN;
www.huntington.com) announced today it has signed a definitive agreement to
acquire First Michigan Bank Corporation, a $3.6 billion bank holding company
headquartered in Holland, Michigan.
First Michigan Bank Corporation ("First Michigan") is a multi-bank
holding company with ninety banking offices, all in Michigan. The primary market
areas are Grand Rapids, Holland, Kalamazoo and Muskegon which represents
approximately 80% of the bank's deposits. First Michigan reported a 1.27% return
on assets in 1996 on net income of $42.2 million. Upon completion of the
acquisition, it is intended that the bank subsidiaries of First Michigan will be
merged into The Huntington's lead subsidiary, The Huntington National Bank.
Under the terms of the merger, the shareholders of First Michigan will
receive 1.05 shares of Huntington Bancshares common stock for every 1 share of
First Michigan stock in a fixed tax free exchange. Based on Huntington's closing
stock price on May 2, 1997 ($30.00 per share), this exchange ratio represents a
price of $31.50 for each First Michigan share and equates to a current market
valuation of $908 million. The combined company would have assets in excess of
$25 billion, stockholders' equity of approximately $1.9 billion and a market
capitalization of approximately $5.2 billion. Subject to regulatory and
shareholder approvals, the transaction is expected to close late in the third
quarter of 1997.
Frank Wobst, chairman and chief executive officer of Huntington Bancshares
stated, "First Michigan is a premier banking franchise in Michigan and has
reported record earnings for fifteen consecutive years. Western Michigan, where
First Michigan has a significant market share, is one of the fastest growing
markets in the United States. This merger significantly expands our Michigan
market share and enables us to realize important synergies in our consumer,
commercial and fee based businesses. Additionally, First Michigan's customer
profile is poised to take advantage of Huntington's technology which will
provide opportunities to improve efficiency and fee income through Huntington's
multi-channel delivery network. Upon completion of this transaction, Huntington
will have approximately $6 billion in assets in Michigan making it our second
largest market after Ohio."
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David Ondersma, chairman and chief executive officer of First Michigan Bank
Corporation stated, "We are very excited to join forces with The Huntington. Our
customers, employees and shareholders have the opportunity to be affiliated with
an excellent regional banking franchise with a long-term record of superb
profitability and outstanding shareholder returns."
This transaction, accounted for as a pooling, is expected to be slightly
accretive to earnings in 1998 and accretive by 4% in 1999. A pre-tax merger
related charge of approximately $35 million will be recognized in the quarter
the merger is completed. First Michigan has issued a warrant in favor of The
Huntington to purchase up to 19.9% of the outstanding shares, at an exercise
price of $29.275 per share, which is exercisable upon the occurrence of certain
events.
The merger is expected to result in annual cost savings of at least $19 million,
representing 15% of Michigan's expense base in 1998, through the elimination of
redundant systems and excess capacity in addition to improving branch
efficiencies and offering customers increased alternative delivery channels for
bank products and services.
After the merger, David M. Ondersma, currently Chairman and CEO of First
Michigan, will become Chairman of the Huntington Michigan region; Richard A.
McNeece, currently President and CEO of Huntington Bank of Michigan, will become
President and CEO of the Huntington Michigan region; and Stephen A. Stream,
currently President of First Michigan, will be named President of Huntington
Western Michigan region.
Huntington Bancshares is a regional bank holding company headquartered in
Columbus, Ohio with assets in excess of $21 billion. The company's banking
subsidiaries operate 355 offices in Ohio, Florida, Indiana, Kentucky, Michigan
and West Virginia. Huntington's mortgage, trust, investment banking, and
automobile finance subsidiaries manage 81 offices in the six states mentioned as
well as Georgia, Maryland, New Jersey, North Carolina, South Carolina,
Pennsylvania and Virginia.
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HUNTINGTON BANCSHARES INCORPORATED
ACQUISITION OF FIRST MICHIGAN BANK CORPORATION
PROFILE OF HUNTINGTON BANCSHARES INCORPORATED
- ---------------------------------------------
- Headquarters -- Columbus, Ohio
- 3/31/97 Assets -- $21.6 billion
- Three Months Ended 3/31/97 Performance
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Net Income $66.5 million
Return on Average Assets 1.28%
Return on Average Equity 17.75%
Efficiency Ratio 56.27%
Book Value Per Share $10.82
Assets ($billions) Banking
Principle Markets As of March 31, 1997 Offices
----------------- -------------------- -------
Ohio/N. Kentucky 14.4 202
West Virginia 2.2 43
Michigan 2.1 43
Indiana 1.2 24
Florida 1.7 43
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21.6 355
PROFILE OF FIRST MICHIGAN BANK CORPORATION
- ------------------------------------------
- Headquarters - Holland, Michigan
- 3/31/97 Assets $3.6 billion
Deposits $3.0 billion
Equity $279 million
Banking Offices 90
- Three Months Ended 3/31/97 Performance
Net Income $10.7 million
Return on Average Assets 1.21%
Return on Average Equity 15.34%
Efficiency Ratio 59.17%
Book Value Per Share* 10.57
* Unadjusted for stock dividend payable 5/30/97
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TRANSACTION SUMMARY [LOGO]
AGREEMENT: DEFINITIVE MERGER AGREEMENT SIGNED 5/5/97
STRUCTURE: TAX FREE EXCHANGE
EXCHANGE RATIO: 1.05 HUNTINGTON SHARES FOR EACH SHARE OF FIRST MICHIGAN
PURCHASE PRICE: $908 MILLION(a)
TERMS: FIXED EXCHANGE RATIO, NO COLLAR
WALKWAY PROVISION - 20% ABSOLUTE DECLINE AND 15%
RELATIVE DECLINE TO S&P REGIONAL BANK INDEX
ACCOUNTING TREATMENT: POOLING OF INTERESTS
STOCK BUYBACKS: HUNTINGTON HAS SUSPENDED ITS STOCK BUYBACK
PROGRAM
OPTIONS: 19.9% OPTION GRANTED TO HUNTINGTON
DUE DILIGENCE: COMPLETED
ANTICIPATED CLOSING: SEPTEMBER 30, 1997
ACCRETION: 1% ($.02) 1998; 4% ($.09) 1999
(a) BASED ON 5/2/97 HBAN MARKET PRICE