form425-88123_fdef.htm
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Filed
by: Pavilion Bancorp, Inc. pursuant to
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Rule 425
under the Securities Act of 1933 and
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deemed
filed pursuant to Rule 14a-12
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under
the Securities Exchange Act of 1934
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Subject
Company: First Defiance Financial Corp.
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Commission
File No.:0-26850
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Contact:
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William
J. Small
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Chairman,
CEO & President
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First
Defiance Financial Corp.
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Phone:
(419) 782-5015
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Email:
bsmall@first-fed.com
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Richard
J. DeVries
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President
and CEO
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Pavilion
Bancorp, Inc.
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Phone:
(517)265-5144
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Email:
Rick_DeVries@BankofLenawee.com
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FOR
RELEASE NOVEMBER 26, 2007
WALDRON
BRANCH OF BANK OF LENAWEE TO BE CONSOLIDATED
IN
MARCH
Customers
will be served through nearby First Federal Bank locations
following
the
proposed acquisition
Defiance,
Ohio (November 26, 2007) -- First Defiance Financial Corp. (NASDAQ: FDEF) and
Pavilion Bancorp, Inc. (OTCBB:PVLN) announced in October the proposed
acquisition of Pavilion Bancorp, Inc., and its wholly owned subsidiary Bank
of
Lenawee by First Defiance. The acquisition is anticipated to close in March
2008
pending required approvals. In conjunction with the closing, First Defiance
has
announced its intention to close the Waldron office of Bank of Lenawee and
serve
those customers from its nearby First Federal Bank locations, including other
Bank of Lenawee offices acquired in the transaction.
With
$280
million in assets, the Bank of Lenawee currently has eight banking offices
in
Lenawee and Hillsdale counties in southeastern Michigan: two in Adrian, two
in
Tecumseh and one each in Hudson, Morenci, Waldron and Hillsdale. Combined,
the
banking offices had $230 million in deposits and $241 million in loans as of
September 30,
2007.
The Waldron location, the smallest office operated by Pavilion Bancorp, was
acquired in 1987, has two employees, and $5.5 million in deposits as of
September 30, 2007.
“Given
current levels of business at the Waldron branch, First Defiance made the
decision not to transition the Waldron location to First Federal Bank,” said
William J. Small, First Defiance Chairman, President and
CEO. “Waldron customers will receive letters notifying them that the
bank is expected to close in March of 2008 and giving information on nearby
locations and services of First Federal Bank.”
“This
was a difficult decision to make,
but one that was necessary in the current operating environment,” Small said. “We will be actively
working with the Waldron customers to ensure their banking needs continue to
be
serviced effectively at our other First Federal Bank locations,
two of which are approximately ten miles from Waldron.”
First
Defiance Financial Corp. and Pavilion Bancorp anticipate that the transaction
will be completed in mid-March 2008, pending regulatory approvals, the approval
of shareholders of Pavilion and completion of other customary closing
conditions. The remaining Bank of Lenawee offices will be re-branded
as First Federal Bank offices upon the closing of the transaction.
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 27 full service branches in northwest Ohio and Allen
County, Indiana. With offices in Defiance and Bowling Green, Ohio, First
Insurance & Investments is the largest property and casualty insurance
company in the Defiance, OH area and specializes in life and group health
insurance. For more information, visit the company’s Web site at www.fdef.com.
About
Pavilion Bancorp, Inc.
Pavilion
Bancorp, Inc. is the parent corporation
of the Bank
of Lenawee, based in Adrian, Michigan. Chartered in 1869, the Bank of Lenawee
is
an independent, community
bank that provides a broad range of financial services through a network of
eight branch offices and nine ATMs located in Lenawee and Hillsdale counties
in
Michigan. The bank also offers mortgage products provided by Pavilion Mortgage
Company, a subsidiary
of the Bank of
Lenawee. For more information, visit the company’s
website at www.pavilionbancorp.com.
This
communication shall not constitute
an offer to sell or the solicitation of an offer to buy any 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 of the securities
under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
First
Defiance will be filing a
Registration Statement on Form S-4 concerning the Merger with the SEC, which
will include the joint
prospectus/proxy statement that will be mailed to Pavilion’s
shareholders. WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of
charge, when filed, at
the SEC’s
website, www.sec.gov. In
addition, documents filed with the SEC by First Defiance will be available
free
of charge from the Secretary of First Defiance at 601 Clinton Street, Defiance,
Ohio 43512, telephone (419) 782-5015. INVESTORS SHOULD READ
THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER. Copies of all recent proxy
statements and annual reports of First Defiance are also available free of
charge by contacting First Defiance’s
secretary.
First
Defiance, Pavilion and their respective
directors and
executive officers may be deemed to be participants in the solicitation of
proxies to approve the Merger. Additional information about the
directors and executive officers of First Defiance may be
obtained through the SEC’s
website from the definitive proxy
statement filed by First Defiance with the SEC on March 20,
2007. Additional information about the directors and executive
officers of Pavilion may be obtained through the SEC’s
website from the definitive
proxy
statement filed by Pavilion with the
SEC on March 20, 2007. Additional information about participants in
the proxy solicitation and their interests in the transaction will be contained
in the joint prospectus/proxy statement to be filed with the
SEC.
Safe
Harbor
Statement
This
release may contain forward-looking statements about First Defiance Financial
Corp., Pavilion Bancorp, 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., Pavilion Bancorp,
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., Pavilion Bancorp, 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., Pavilion Bancorp, Inc., and/or
the combined company or the businesses in which First Defiance Financial Corp.,
Pavilion Bancorp, Inc., and/or the combined company are engaged; (8)
difficulties in combining the operations of Pavilion Bancorp, 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. and Pavilion Bancorp, Inc.’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.