COLUMBUS, Ohio and DETROIT, March 25,
2021 /PRNewswire/ -- Huntington Bancshares Incorporated
(Nasdaq: HBAN; huntington.com) and TCF Financial Corporation
(Nasdaq: TCF; tcfbank.com) jointly announced that each company's
shareholders have approved the proposed merger of TCF into
Huntington at their respective special meetings of shareholders
held today.
"Today's shareholder approval is a key milestone in our journey
to combine Huntington and TCF," said Stephen D. Steinour, Huntington's chairman,
president, and CEO. "I am very pleased Huntington shareholders
support this partnership, as it provides a compelling opportunity
to accelerate shareholder value creation, while enabling us to help
more people and businesses throughout our local communities. I look
forward to TCF shareholders becoming Huntington shareholders when
the transaction is complete."
"With our shareholders' approval, we are one step closer to
bringing together our two purpose-driven organizations to create an
even stronger, market-leading regional bank for our customers,
communities and colleagues," said Gary
Torgow, TCF's executive chairman. "I'm excited about what
the future holds for the combined company and for the talented
employees from both TCF and Huntington who will take it to the next
level."
Completion of the transaction remains subject to regulatory
approval and the satisfaction of the other customary closing
conditions set forth in the merger agreement. Huntington and TCF
currently anticipate completing the transaction late in the second
quarter.
About Huntington
Huntington Bancshares Incorporated is
a regional bank holding company headquartered in Columbus, Ohio, with $123 billion of assets and a network of 839
branches, including 11 Private Client Group offices, and 1,322 ATMs
across seven Midwestern states. Founded in 1866, The Huntington
National Bank and its affiliates provide consumer, small business,
commercial, treasury management, wealth management, brokerage,
trust, and insurance services. Huntington also provides
vehicle finance, equipment finance, national settlement, and
capital market services that extend beyond its core states. Visit
huntington.com for more information.
About TCF
TCF Financial Corporation is a Detroit, Michigan-based financial holding
company with $48 billion in total
assets at Dec. 31, 2020 and a top 10
deposit market share in the Midwest. TCF's primary banking
subsidiary, TCF National Bank, is a premier Midwest bank offering
consumer and commercial banking, trust and wealth management, and
specialty leasing and lending products and services to consumers,
small businesses and commercial clients. TCF has approximately 470
branches primarily located in Michigan, Illinois and Minnesota with additional locations in
Colorado, Ohio, South
Dakota and Wisconsin. TCF
also conducts business across all 50 states and Canada through its specialty lending and
leasing businesses. To learn more about TCF, visit tcfbank.com.
Caution regarding Forward-Looking Statements
This
communication may contain certain forward-looking statements,
including, but not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objectives, expectations and intentions of
Huntington and TCF, the expected timing of completion of the
transaction, and other statements that are not historical
facts. Such statements are subject to numerous assumptions,
risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as expect, anticipate,
believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may,
might, should, would, could, or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and our
business, results of operations, and financial condition;
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; volatility and
disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures on product
pricing and services; success, impact, and timing of our business
strategies, including market acceptance of any new products or
services including those implementing our "Fair Play" banking
philosophy; the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III
regulatory capital reforms, as well as those involving the OCC,
Federal Reserve, FDIC, and CFPB; the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the merger agreement
between Huntington and TCF; the outcome of any legal proceedings
that may be instituted against Huntington or TCF; delays in
completing the transaction; the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result
in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction); the
failure to satisfy any of the conditions to the transaction on a
timely basis or at all; the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where
Huntington and TCF do business; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction; the ability to
complete the transaction and integration of Huntington and TCF
successfully; the dilution caused by Huntington's issuance of
additional shares of its capital stock in connection with the
transaction; and other factors that may affect the future results
of Huntington and TCF. Additional factors that could cause
results to differ materially from those described above can be
found in Huntington's Annual Report on Form 10-K for the year ended
December 31, 2020, which is on file
with the Securities and Exchange Commission (the "SEC") and
available in the "Investor Relations" section of Huntington's
website, http://www.huntington.com, under the heading "Publications
and Filings" and in other documents Huntington files with the SEC,
and in TCF's Annual Report on Form 10-K for the year ended
December 31, 2020, which is on file
with the SEC and available on TCF's investor relations website,
ir.tcfbank.com, under the heading "Financial Information" and in
other documents TCF files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Huntington nor TCF assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
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SOURCE Huntington National Bank