Amy L. Hackenberg Southern
James R. Williams III Northern
Timothy K. Harris Bowling Green and Genoa
Frank Hierro Mahoning Valley
Rick Hull Akron, Canton, Firelands
Donald B. Hayes Jr Cleveland
|
|
|
Combined Board of Directors13 members: 7 First Defiance / 6 United Community. John Bookmyer, current First
Defiance Chairman, will be Chairman of the combined Board; and Rick Schiraldi, current United Community Chairman, will be named Vice Chairman.
|
Important Additional Information About the Merger
This
communication is being made in respect of the proposed merger transaction between First Defiance and United Community. First Defiance intends to file a registration statement on Form S-4 with the SEC, which
will include a joint proxy statement of First Defiance and United Community and a prospectus of First Defiance, and each party will file other documents regarding the proposed transaction with the SEC. A definitive joint proxy statement/prospectus
will also be sent to the First Defiance and United Community shareholders seeking any required shareholder approvals. Before making any voting or investment decision, investors and security holders of First Defiance and United Community are urged
to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents, because they will contain important
information about the proposed transaction. The documents filed by First Defiance and United Community with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, the documents filed by First Defiance may
be obtained free of charge at First Defiances website at http://www.fdef.com and the documents filed by United Community may be obtained free of charge at United Communitys website at https://www.homesavings.com.
Alternatively, these documents, when available, can be obtained free of charge from First Defiance upon written request to First Defiance Financial Corp., Attention: John R. Reisner, Executive Vice President, Chief Risk Officer and Legal Counsel,
601 Clinton Street, Defiance, Ohio 43512 or by calling (419) 782-5015 or from United Community upon written request to United Community Financial Corp., 275 West Federal Street, Youngstown, Ohio 44503,
Attention: Jude J. Nohra, Executive Vice President, General Counsel, Chief Risk Officer and Secretary, or by calling (330) 742-0500.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to
the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The communication is not a substitute
for the joint proxy statement/prospectus that First Defiance and United Community will file with the SEC.
Cautionary Statements Regarding
Forward-Looking Information
Certain statements contained in this communication which are not statements of historical fact constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between First
Defiance and United Community, which are subject to numerous assumptions, risks and uncertainties. Words such as may, believe, expect, anticipate, intend, will,
should, plan, estimate, predict, continue and potential or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of First Defiances and United Communitys Annual Report on Form 10-K for the year
ended December 31, 2018, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only managements beliefs regarding future results or events, many of which, by
their nature, are inherently uncertain and outside of the managements control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors disclosed in reports filed by First Defiance and United Community with the SEC, risks and uncertainties for First Defiance, United Community and the combined company include, but are not limited to: the possibility
that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of United Communitys operations with those of First Defiance will be materially
delayed or will be more costly or difficult than expected; the parties inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger ; the inability to complete the merger due to the failure of
First Defiances or United Communitys shareholders to adopt the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other