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Filed by Fifth Third Bancorp
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Old Kent Financial Corporation
Exchange Act File Number 000-14591
[FIFTH THIRD LOGO]
News Release
CONTACT: FIFTH THIRD FOR IMMEDIATE RELEASE
NEAL E. ARNOLD (ANALYSTS) NOVEMBER 20, 2000
(513) 579-4356
ROBERTA R. JENNINGS (MEDIA)
(513) 579-4153
OLD KENT
ALBERT T. POTAS (ANALYSTS)
(616) 771-1931
LARRY S. MAGNESEN (MEDIA)
(616) 771-5278
FIFTH THIRD & OLD KENT TO MERGE
o EXPANDS FIFTH THIRD'S PRESENCE TO 3RD IN MICHIGAN AND 5TH IN CHICAGO
o IMMEDIATELY ACCRETIVE TO EPS, BEFORE COST SAVINGS AND REVENUE ENHANCEMENT
OPPORTUNITIES
o MAINTAINS HISTORICALLY SUPERIOR FIFTH THIRD OPERATING RATIOS,
BALANCE SHEET STRENGTH
o PROVIDES SUBSTANTIAL REVENUE EXPANSION POTENTIAL WITH OLD KENT'S ONE MILLION
CUSTOMERS
o LOW-RISK INTEGRATION
FIFTH THIRD BANCORP (NASDAQ: FITB) and OLD KENT (NYSE: OK) announced
today the signing of a definitive agreement in which Fifth Third will merge with
Old Kent, headquartered in Grand Rapids, Michigan. Old Kent is a financial
holding company with a 41-year history of consecutive annual increases in
earnings per share and dividends. With assets of $22.5 billion, it operates over
300 banking offices in Michigan, Illinois and Indiana, as well as Old Kent
Mortgage Company.
Fifth Third continues its profitable growth in the Midwest. The
combined company will have $69.1 billion in assets, $43.8 billion in deposits
and over 980 banking locations, primarily in Ohio, Kentucky, Indiana, Michigan
and Illinois. Fifth Third will be the second largest banking franchise, based on
deposits, in these attractive Midwestern states.
Fifth Third President & CEO George A. Schaefer, Jr. states, "We
strongly believe that we have seized a unique opportunity to merge with one of
the strongest, highest quality franchises in the Midwest. David Wagner and his
management team have built a strong franchise that we've long admired, and one
with which we are confident we can grow revenues in historical Fifth Third
fashion."
Schaefer continues, "Old Kent's financial strength, stable credit
quality and concentration in attractive Midwestern cities provides the best
platform for us to proceed with our Michigan and Chicago expansion strategies.
Having successfully completed the integration of CNB Bancshares earlier this
year, in August we announced our intent to acquire Ottawa Financial Corporation
in Holland, Michigan. The Old Kent and Ottawa transactions are consistent with
our steady growth pattern and position us for continued growth and service to
Chicago and Michigan-area customers."
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Fifth Third will exchange, on a tax-free basis, 0.74 shares of its
common stock for each share of Old Kent common stock. Based on Fifth Third's
November 17, 2000 closing price of $48.06, the transaction is valued at
approximately $4.9 billion. The transaction is expected to be approximately 11
percent accretive to Fifth Third's 2001 earnings per share (based on IBES
estimates). In addition, the transaction will significantly exceed Fifth Third's
internal rate of return goals. Management of the combined company expects to
achieve cost savings of 20 percent of Old Kent's total operating expenses, with
these savings being phased in 25 percent in 2001, 75 percent in 2002 and 100
percent by 2003. Fifth Third expects to incur merger-related charges of
approximately $235 million, after tax. The transaction is expected to be
completed in the second quarter of 2001 and accounted for as a pooling of
interests.
Old Kent Chairman, President & CEO David Wagner remarked, "We are
extremely excited about this opportunity to team up with Fifth Third for a
number of reasons. In Fifth Third, with its outstanding performance record, we
have found a partner with whom we can continue to deliver upon our commitment to
create long-term shareholder value. A great deal of time and money has been
spent to build the franchise we have today, and this merger provides us with the
opportunity to continue to build upon the success of the past."
"Merging with Fifth Third gives us the competitive edge we need to
continue to serve the financial needs of both individuals and businesses. Their
size, stability and overall market presence will enhance the types of products
we offer and significantly expand our presence throughout our primary five state
operating region. Old Kent and Fifth Third are two of the most consistently
profitable and growing banks in the Midwest, and we're excited to create such a
strong banking franchise in the attractive growth markets of Michigan and
Illinois."
Wagner continued, "In addition, we believe that Fifth Third's operating
philosophy will benefit our employees, our customers and the communities in
which we operate. Employees and customers alike will be well served by Fifth
Third's long-standing practice of operating with local decision-makers, local
employees and a local Board of Directors."
"Both Old Kent and Fifth Third firmly believe that building stronger
communities builds stronger banks. We have a long history of community
development in our markets, and so does Fifth Third. BLITZ, Fifth Third's
community development program, is funding $9 billion in Building, Lending,
Investments and Technology Zones initiatives throughout our seven-state region,
and we are committed to furthering this aggressive pledge."
Continuing its commitment to growth through strong decentralized
management, Fifth Third will establish Fifth Third Bank, Michigan with three
main banks in Grand Rapids, Detroit and Traverse City. David J. Wagner will
serve as Chairman & CEO of Fifth Third Bank, Michigan and remain in Grand
Rapids. He will become one of three new directors added to Fifth Third Bancorp's
Board of Directors as a result of this transaction. Kevin T. Kabat of Old Kent
will be President, Fifth Third Bank in Grand Rapids; Bradlee F. Stamper,
currently Fifth Third President & CEO in Northern Indiana, will lead Fifth Third
Bank, Chicago; and Robert H. Warrington will serve as President of the Fifth
Third Mortgage Company.
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Following the merger, Fifth Third will continue to be one of the
nation's most solid, highest performing financial institutions, with a
diversified source of income. On a pro forma basis, net income sources will
consist of: retail/community banking, 44 percent; corporate banking, 29 percent;
investment/insurance, 9 percent; data processing, 7 percent; and mortgage
banking, 5 percent. On a pro forma basis for the twelve months ended September
30, 2000, including the effect of anticipated cost savings, the combined company
had return on assets of 1.93 percent; return on average equity of 21.8 percent;
and an efficiency ratio of 42.9 percent.
Due diligence on the transaction has been completed by both parties and
completion of the transaction is subject to normal regulatory approvals and
approval of Fifth Third and Old Kent shareholders. Old Kent has granted Fifth
Third an option to purchase 19.9 percent of its common shares under certain
circumstances.
Fifth Third was advised in this transaction by the investment bank of
Salomon Smith Barney Inc. and the law firm of Cleary, Gottlieb, Steen &
Hamilton. Old Kent was advised by the investment bank of Merrill Lynch and the
law firm of Wachtell, Lipton, Rosen & Katz.
Fifth Third and Old Kent will host a conference call to discuss this
transaction at 9:30 a.m. (Eastern Standard Time) on November 20, 2000.
Investors, analysts and other interested parties may dial into the conference
call at 800-593-7038 for domestic access and 847-619-6820 for international
access. In addition, a slide presentation containing information related to the
transaction is available on Fifth Third's website, at
http://www.53.com/investor/. A replay of the conference call will be available
until November 30, 2000, by dialing 888-843-8954 (passcode: 3163633) for
domestic access and 847-619-6820 (passcode: 6306523043) for international
access.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The company has $44 billion in assets,
operates 14 affiliates with 640 full-service Banking Centers, including 117 Bank
Mart(R) locations 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. The financial strength of Fifth Third's affiliate banks continues to
be recognized by rating agencies with deposit ratings of AA- and Aa2 from
Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp
continues to maintain the highest short-term ratings available at A-1+ and
Prime-1, and was recently recognized by Moody's with one of the highest senior
debt ratings for any U.S. bank holding company. 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 http://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."
* * * * *
This document contains or may contain forward-looking statements about
Fifth Third Bancorp, Old Kent and the combined company which we believe are
within the meaning of the Private Securities Litigation Reform Act of 1995. This
document contains certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business
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of Fifth Third Bancorp, Old Kent and the combined company including statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates" or similar expressions. These forward-looking statements involve
certain risks and uncertainties. There are a number of important factors that
could cause future results to differ materially from historical performance and
these forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) competitive pressures among depository
institutions increase significantly; (2) changes in the interest rate
environment reduce interest margins; (3) prepayment speeds, loan sale volumes,
charge-offs and loan loss provisions; (4) general economic conditions, either
national or in the states in which Fifth Third Bancorp and Old Kent do business,
are less favorable than expected; (5) legislative or regulatory changes
adversely affect the businesses in which Fifth Third Bancorp and Old Kent are
engaged; and (6) changes in the securities markets. Further information on other
factors which could affect the financial results of Fifth Third Bancorp after
the merger are included in Fifth Third Bancorp's and Old Kent's filings with the
Securities and Exchange Commission. These documents are available free of charge
at the Commission's website at http://www.sec.gov and/or from Fifth Third
Bancorp or Old Kent.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this document when
it becomes available, because it will contain important information. The proxy
statement/prospectus will be filed with the Commission by Fifth Third Bancorp
and Old Kent. Security holders may receive a free copy of the proxy
statement/prospectus (when available) and other related documents filed by Fifth
Third Bancorp and Old Kent at the Commission's website at http://www.sec.gov
and/or from Fifth Third Bancorp or Old Kent.
Old Kent and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Old Kent with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Old Kent's proxy statement
for its 2000 Annual Meeting of shareholders filed with the Commission on
February 25, 2000. This document is available free of charge at the Commission's
website at http://www.sec.gov and/or from Old Kent.
Fifth Third Bancorp and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from stockholders of
Fifth Third Bancorp with respect to the transactions contemplated by the merger
agreement. Information regarding such officers and directors is included in
Fifth Third Bancorp's proxy statement for its 2000 Annual Meeting of
shareholders filed with the Commission on February 9, 2000. This document is
available free of charge at the Commission's website at http://www.sec.gov
and/or from Fifth Third Bancorp.
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