Huntington Bancshares Incorporated · NASDAQ:HBAN
Huntington Bancshares — Merger or Acquisition (January 2004)
19 slides from Huntington Bancshares's merger presentation, Jan 28, 2004
Slide 1: An Expanding Ohio Presence
An Expanding Ohio Presence and
Slide 2: Forward Looking Comments
Forward Looking Comments This presentation contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between Huntington and Unizan, which are subject to numerous assumptions, risks, and uncert
Slide 3: A Good Strategic Fit
A Good Strategic Fit Strengthens Ohio presence Attractive financial benefits Low execution risk
Slide 4: Strengthens Ohio Presence
Strengthens Ohio Presence Ohio deposit market share... 5.4% to 6.5% Three new markets Canton 19% deposit market share - #2 Newark 13% deposit market share - #2 Zanesville 43% deposit market share - #1 Enhanced deposit market share Dayton-Springfield 4% to 6% Columbus 18% to 19%
Slide 5: A Stronger Ohio Presence
A Stronger Ohio Presence HBAN Offices ATMs Ohio HBAN 162 361 UNIZ 43 56 Combined 205 417 Other states 176 334 Total 381 751 UNIZ
Slide 6: A Stronger Ohio Presence
A Stronger Ohio Presence Deposits as of June 30, 2003 Source - SNL Financial as of 1-23-04
Slide 7: Attractive Financial Benefits
Attractive Financial Benefits Immediately accretive to both GAAP and cash EPS (excluding merger charges) 0.72% and 1.01% accretion to GAAP EPS in 2004 and 2005, respectively 0.74% and 1.49% accretion to cash EPS in 2004 and 2005, respectively Reduces auto loan and lease concentration... 28% to 26%
Slide 8: Low Execution Risk
Low Execution Risk Retention of local management Familiarity with management Similar "local bank" business culture Low credit risk Conservative cost savings Single bank charter Single technology platform Right sized acquisition
Slide 9: Transaction Summary
Transaction Summary Price Per Share: $ 26.39 * Transaction Value: $587MM Fixed Exchange Ratio: 1.1424 HBAN shares Market Premium: 15% (over the 1-26-04 closing price) Consideration: 100% stock (10% share repurchase to follow) Anticipated Closing: 2Q04 Structure: Tax-free exchange * Based on HBAN's 1
Slide 10: Reasonable Multiples
Reasonable Multiples Transaction Comparable Multiples Transactions (1) Price/LTM EPS 20.3 X (2) 22.5 X Price/estimated EPS 14.3 (3) 19.5 Price/stated book value 189.4 % (2) 242.2 % Price/tangible book value 299.9 (2) 276.4 Core deposit premium 23.6 (2) 23.29 Market premium 15.0 (4) 19.9 (1) Median o
Slide 11: Pro Forma GAAP Earnings
Pro Forma GAAP Earnings Pro Forma for: Pro Forma for: 2004 1 2005 HBAN First Call EPS Estimates $1.65 $1.79 UNIZ First Call EPS Estimates 2 1.18 1.28 HBAN First Call Earnings $382.8 $415.3 UNIZ First Call Earnings 2 13.1 28.3 Cost of Funds for Share Buyback (.9) (1.8) Anticipated Cost Savings 3 4.1
Slide 12: Pro Forma Cash Earnings
Pro Forma Cash Earnings Pro Forma for: Pro Forma for: 2004 1 2005 HBAN Cash Net Income 2 $383.3 $415.8 UNIZ First Call Earnings 2 14.1 30.4 Cost of Funds for Share Buyback (.9) (1.8) Anticipated Cost Savings 3 4.1 10.9 Balance Sheet Restructuring 4.6 8.3 Pro Forma Net Income $405.2 $463.6 Pro Forma
Slide 13: Estimated Cost Savings
Estimated Cost Savings Percent of ($ MM) Unizan's Expenses Salary and benefits $11.3 16.8% Other expenses 5.5 8.2 Total cost savings, pre-tax $16.8 25.0% Total cost savings, after-tax $10.9
Slide 14: Estimated Merger Charges
Estimated Merger Charges ($ MM) Severance and other personnel related $13.2 Conversion and integration 4.5 Contract termination 3.0 Transaction costs 2.9 Other charges 2.0 Total charges, pre-tax $25.6 Total charges, after-tax $19.9
Slide 15: Impact on Capital
Impact on Capital (1) Projected TCE ratio trends: 12/03 actual 6.80% 6/04 @ close 6.47% 12/04 6.62% 12/05 6.87% TCE ratio rebuilds rapidly Consistent with TCE 6.50%-6.75% target Reduced concentration of auto loans and leases... 28% @ 12/03 26% (1) Assumes no additional capital management and 7% asse
Slide 16: Combined Loans and Deposits - 12/31/03
HBAN UNIZ Combined ($MM) $ % $ % $ % Total C&I and CRE $ 9,486 42.5% $ 920 46.5% $10,406 42.8% Total Aircraft 0 0.0 133 6.8 133 0.5 Auto Loans and leases 4,894 21.9 90 4.5 4,984 20.5 Home Equity 3,792 17.0 342 17.4 4,167 17.1 Residential RE 2,531 11.3 450 22.9 2,981 12.3 Other Consumer 373 1.7 33 1.
Slide 17: Summary
Summary Complementary business culture Local bank decision-making Access to national resources Builds on Ohio franchise Financially attractive Accretive Conservative assumptions No reliance on revenue enhancements Low risk integration Adds niche businesses SBA lending Personal aircraft lending
Slide 18: Additional Information About the Merger and Where to Find It
Additional Information About the Merger and Where to Find It Huntington and Unizan will be filing relevant documents concerning the transaction with the Securities and Exchange Commission, including a registration statement on Form S-4 which will include a proxy statement/prospectus. Stockholders wi
Slide 19: The Local Bank With National Resources
The Local Bank With National Resources
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