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Filed by Fifth Third Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Ottawa Financial Corporation
Exchange Act File Number 0 -8076
FIFTH THIRD BANK
NEWS RELEASE
CONTACT: STACIE R. YEE FOR IMMEDIATE RELEASE
FIFTH THIRD BANK AUGUST 31, 2000
513/579-5113
DOUGLAS J. IVERSON
OTTAWA FINANCIAL CORPORATION
616/393-7002
FIFTH THIRD BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
MICHIGAN-BASED OTTAWA FINANCIAL CORPORATION & AMERIBANK SUBSIDIARY
Fifth Third Bancorp and Ottawa Financial Corporation today announced
that they have signed a definitive agreement whereby Fifth Third will acquire
Ottawa Financial Corporation and its subsidiary, AmeriBank. Headquartered in
Holland, Michigan, Ottawa Financial has $1.1 billion in assets and 27 offices
which serve Holland, Muskegon and Grand Rapids, Michigan.
Ottawa shareholders will receive .54 shares of Fifth Third Bancorp
common stock for each share of Ottawa Financial Corporation stock. Based upon
6,684,565 outstanding Ottawa shares and Fifth Third's August 30 closing price of
$44.375, the transaction has a value of approximately $160.2 million. Ottawa's
subsidiary, AmeriBank, will be merged with Fifth Third Bank, Northern Indiana,
headquartered in Valparaiso. Led by Fifth Third President & CEO Brad Stamper,
the combined bank will have $2.7 billion in assets and will operate 66 offices
and 72 ATMs in the western Michigan and northern Indiana corridor.
"Ottawa Financial Corporation presented Fifth Third with an excellent
opportunity to continue our Western Michigan growth strategy," offers George A.
Schaefer, Jr., President & CEO, Fifth Third Bancorp. "The AmeriBank franchise is
a natural fit because of our current southwestern Michigan presence. Ottawa and
Fifth Third both place a strong emphasis on providing mortgage, consumer and
commercial banking products. We'll expand upon this successful foundation by
adding new services, including trust, investment, wealth management,
international banking, cash management and state-of-the-art electronic merchant
processing services, and all this translates to better, more convenient banking
for AmeriBank customers. Under the continued leadership of Doug Iverson and
Ronald Haan, we are eager to introduce and expand financial products and
services, as well as look for future growth opportunities in the Michigan area."
"We are proud to partner with Fifth Third, ranked by Salomon Smith
Barney as the #1 financial institution in the country," reports Douglas J.
Iverson, Vice Chairman & CEO, Ottawa Financial Corporation. "This business
combination makes sense for our shareholders, as Fifth Third has delivered
average annual shareholder returns of over 28% for the past 20 years, and it's a
smart move for our customers, too, as they will now have access to over 660
locations and 1,400 Jeanie(R) ATMs and a complete array of banking products and
services.
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Iverson continues, "Fifth Third is one of the most successful
organizations in the country because it understands the importance of operating
autonomously - having local bankers make local lending decisions - while
leveraging the larger funding capabilities that come with a Fortune 500 bank.
Additionally, Fifth Third believes that if you build a stronger community, you
build a stronger bank, and their community development commitment mirrors our
own."
With this acquisition, Fifth Third will now have 43 locations in
Michigan, 141 in Indiana, 349 in Ohio, 101 in Kentucky, 12 in Illinois, 11 in
Arizona and 10 in Florida. This acquisition is expected to be completed in late
fourth quarter, 2000.
Following the announcement of this transaction, Fifth Third plans to
repurchase in the open market a number of its common shares approximating those
expected to be issued to Ottawa shareholders. The common share repurchases will
be executed in accordance with the previously announced share repurchase plan
approved by Fifth Third's Board of Directors on June 20, 2000.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this press release
when it becomes available, because it will contain important information. The
proxy statement/prospectus will be filed with the Securities and Exchange
Commission by Fifth Third Bancorp and Ottawa Financial Corporation. Security
holders may receive a free copy of the proxy statement/prospectus (when
available) and other related documents filed by Fifth Third Bancorp and Ottawa
Financial Corporation at the Commission's website at http://www.sec.gov and/or
from Fifth Third Bancorp or Ottawa Financial Corporation.
Ottawa Financial Corporation and its executive officers and directors
may be deemed to be participants in the solicitation of proxies from
stockholders of Ottawa with respect to the transactions contemplated by the
merger agreement. Information regarding such officers and directors is included
in Ottawa's proxy statement for its 2000 Annual Meeting of Stockholders filed
with the Commission on March 30, 2000. This document is available free of charge
at the Commission's website at http://www.sec.gov and/or from Ottawa Financial
Corporation.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The Company has $45 billion in assets,
operates 14 affiliate banks with 640 full-service Banking Centers, including 116
Bank Mart(R) locates open seven days a week inside select grocery stores and
1,400 Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Florida, Arizona, Michigan and
Illinois. A leader in e-commerce, Fifth Third was named #1 e-business innovator
by PC Week. Fifth Third's financial strength continues to be recognized by
rating agencies with deposit ratings of AA- and Aa2 and commercial paper ratings
of A-1+ and P-1 from Standard & Poor's and Moody's, respectively. Fifth Third
operates four main businesses: Retail, Commercial, Investment Advisors and
Midwest Payment Systems, the Bank's data processing subsidiary. Investor
information and press releases can be viewed at www.53.com; press releases are
also available by fax at no charge by calling 800-758-5804, identification
number 281775. The company's common stock is traded in the over-the-counter
market through the NASDAQ National Market System under the symbol "FITB."
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