First Defiance Financial Corp. Announces Election Results for the Merger With ComBanc, Inc.
March 07 2005 - 4:00PM
PR Newswire (US)
First Defiance Financial Corp. Announces Election Results for the
Merger With ComBanc, Inc. DEFIANCE, Ohio, March 7
/PRNewswire-FirstCall/ -- First Defiance Financial Corp.
(NASDAQ:FDEF) announced today the results for the merger
consideration elections by ComBanc, Inc. shareholders in the merger
of ComBanc into First Defiance, which closed on January 21, 2005.
In accordance with the merger agreement, ComBanc shareholders were
entitled to elect to receive either $17.20 in cash or 0.65266
shares of First Defiance Financial Corp. common stock for each
ComBanc share owned, subject to the condition that 50% of the total
number of ComBanc shares outstanding would be exchanged for cash.
More ComBanc shareholders elected to receive First Defiance stock
than cash. As a result, in compliance with the allocation
procedures set forth in the merger agreement, each ComBanc
shareholder who elected to receive all stock will receive 69.65%
stock and 30.35% cash. Each ComBanc shareholder who did not submit
a timely election form or who elected all cash will receive all
cash. Each shareholder who would be entitled to receive a
fractional share of First Defiance stock will receive cash in lieu
of the fractional share. Distributions are expected to occur during
the week of March 7, 2005. About First Defiance Financial Corp.
First Defiance Financial Corp., headquartered in Defiance, OH, is
the holding company for First Federal Bank of the Midwest and First
Insurance & Investments. First Federal operates 23 full service
branches and 29 ATM locations in northwest Ohio. First Insurance
& Investments is the largest property and casualty insurance
company in the Defiance, OH area, specializing in life and group
health insurance and financial planning and investments. For more
information, visit the company's Web site at http://www.fdef.com/ .
Safe Harbor Statement This release may contain forward-looking
statements about First Defiance Financial Corp., ComBanc, Inc.
and/or the combined company within the meaning of Sections 27A of
the Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and 21E of the Securities Exchange Act of 1934, as
amended, and Rule 3b-6 promulgated thereunder, that involve
inherent risks and uncertainties. This press release may contain
certain forward-looking statements with respect to the financial
condition, results of operations, plans, objectives, future
performance and business of First Defiance Financial Corp.,
ComBanc, Inc. and/or the combined company including statements
preceded by, followed by or that include the words or phrases such
as "believes," "expects," "anticipates," "plans," "trend,"
"objective," "continue," "remain" or similar expressions or future
or conditional verbs such as "will," "would," "should," "could,"
"might," "can," "may" or similar expressions. 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 origination and sale volumes, charge-offs and loan loss
provisions; (4) general economic conditions, either national or in
the counties in which First Defiance Financial Corp., ComBanc, Inc.
and/or the combined company do business, are less favorable than
expected; (5) political developments, wars or other hostilities may
disrupt or increase volatility in securities markets or other
economic conditions; (6) changes and trends in the securities
markets; (7) legislative or regulatory changes or actions, or
significant litigation, adversely affect First Defiance Financial
Corp., ComBanc, Inc. and/or the combined company or the businesses
in which First Defiance Financial Corp., ComBanc, Inc. and/or the
combined company are engaged; (8) difficulties in combining the
operations of ComBanc, Inc. and/or other acquired entities and (9)
the impact of reputational risk created by the developments
discussed above on such matters as business generation and
retention, funding and liquidity. We undertake no obligation to
release revisions to these forward-looking statements or reflect
events or circumstances after the date of this release. Further
information on other factors which could affect the financial
results of First Defiance Financial Corp. after the merger are
included in First Defiance Financial Corp. filings with the
Securities and Exchange Commission. These documents are available
free of charge at the Commission's website at http://www.sec.gov/ .
DATASOURCE: First Defiance Financial Corp. CONTACT: William J.
Small, Chairman, President and CEO of First Defiance Financial
Corp., +1-419-782-5015, or Web site: http://www.fdef.com/
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