First Charter Corporation
Filed by First Charter Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12 of the Securities Act of 1934
Subject Company: First Charter Corporation
Commission File No. 000-15829
All Employee Email
Subject
Line: Exciting News!
Dear Teammates,
I
want to share with you some important news that our company is
announcing today. Last evening,
the board of directors of First Charter Corporation voted to approve the merger of First
Charter and Fifth Third Bank of Cincinnati, Ohio. This definitive agreement is subject to
shareholder and regulatory approvals and is expected to be finalized in the first quarter of
2008.
Following the completion of this transaction, we will become part of the nations 13th
largest bank with more than $101 billion in assets and over 1,200 banking centers
throughout the Southeast and Midwest. Our successful franchise will provide a platform for
Fifth Third Bank to expand into high-growth metro markets in the Southeast, including Georgia,
as well as enter the North Carolina market where it currently does not have a presence.
This is great news for our customers, our shareholders, and all of you.
The combined resources of First Charter and Fifth Third Bank will provide customers with a
broader range of financial services, convenient access to their banks branches and ATMs
throughout the Midwest and Southeast, and a larger capital base that will enable us to make
larger loans and invest in resources that will help us grow. In addition, well be able to
deliver on our Expect More From Us promise to our customers in ways that previously were not
possible.
For employees, we believe becoming part of Fifth Third will open the door to new opportunities
for personal and professional growth and give us access to the kind of resources and support
that only an organization this size and scope can provide. And because theres no overlap in
our banking operations, there will be no need for the type of branch consolidation
common to in-market bank mergers. We are confident that combining the operating strength of
Fifth Third Bank with our local
market expertise and tradition of exceptional customer service will be a winning formula.
The offer accepted by our board represents a substantial premium over the current price of
First Charter shares. As many of you know, for some time we have felt that our share price does
not recognize the full value of our franchise. We believe that accepting this offer is the best
way to maximize shareholder value and meet our fiduciary responsibility to our shareholders as
a publicly held company.
Im sure you have many questions, and Im equally certain we dont have all of the answers yet,
but we are committed to sharing additional information about the merger with you on an ongoing
basis. Please review the attached Q&A and news release detailing todays announcement, and
join ELT for an all-employee call today at 5:15 p.m.
I ask for your patience and support as we work through the process of integrating our
organizations and urge you to remain focused on providing exceptional service to both our
external and internal customers.
Finally, please accept my personal thanks for everything you do for First Charter. Your hard
work and dedication have made us the successful franchise that we are today and positioned us
for even greater accomplishments as part of Fifth Third Bank.
Sincerely,
Bob James
All Employee Conference Call
Thursday, August 16, 2007
5:15 p.m.
866-564-7444
Confirmation Code: 9642512
Fifth Third Bank Merger
Q & A
August 16, 2007
Q. Who is Fifth Third Bank?
A. Fifth Third Bank, based in Cincinnati, Ohio, is the nations 13th largest bank
with $101 billion in assets. Fifth Third Bank operates 18 affiliates with over 1,200 banking
centers in the following states: Ohio, Kentucky, Indiana, Michigan, Illinois, Florida,
Tennessee, West Virginia, Pennsylvania and Missouri. First Charter will become the
19th operating affiliate of Fifth Third, adding 57 banking centers in North Carolina
and two in suburban Atlanta to Fifth Third Banks network.
Fifth Third Banks roots go back nearly 150 years to the Bank of the Ohio Valley, which opened
in Cincinnati in 1858. The bank was later bought by Third National Bank, which merged with
Fifth National Bank. The bank adopted the name Fifth Third Bank in 1969.
Q. What does this mean for First Charter teammates?
A. This is great news! Were becoming part of one of the nations largest financial services
companies, which is eager to expand in the Southeast. We will be able to leverage all of First
Charters strengths with the operating strength and large-company efficiency of Fifth Third
Bank, and our customers will be the ultimate beneficiaries. We believe that joining forces with
Fifth Third Bank will provide First Charter teammates with expanded opportunities for personal
and professional growth as well as additional resources to continue doing what we do best
providing exceptional service to our customers.
Q. But there are usually job cuts when banks combine operations. Is my job in jeopardy?
A.
There will be some consolidation of functions once the merger
is complete. However, because our banking
operations dont overlap, there wont be the need for the type of branch consolidation that is
typical of in-market bank mergers. No branch closings are anticipated; after all, Fifth Third
Banks objective is to GROW in the markets currently served by First Charter. Well be sharing
more specific information about affected jobs as soon as we complete a thorough review. In
the meantime, we ask that you continue to operate in a business as usual
manner and remain focused on taking care of internal and external customers.
Q. What convinced our board that Fifth Third Bank was the right fit for First Charter?
A. First, Fifth Third Bank is one of the Nations largest banks with an excellent
representation for customer service. Hence, their service quality culture is similar to ours.
In addition, they have more resources because of their size and will allow us to expand our
footprint much faster than we could on our own.
They also have more products and services that we will be able to provide to our customers.
And finally, there is no overlap with any of their existing offices. Thus, there will be NO
consolidation of offices.
Q. First Charter has built its success around exceptional customer service. How does Fifth
Third Banks culture compare to ours?
A. Culturally, Fifth Third Bank and First Charter are a great fit. Our decentralized management
model emphasizing customer service and the strength of local decision-making matches up well
with Fifth Third Banks affiliate model.
Q. Now that the board has voted to approve the Fifth Third Bank offer, what are the next steps?
A.
Our shareholders must approve the transaction, and it will also require the
approval of banking regulators. Completion of the transaction is expected in the first quarter
of 2008. In the meantime, integration teams will be working hard to make sure that combining
the operations of our banks goes as smoothly has possible.
Q. Will we be changing our name to Fifth Third Bank?
A. Yes. We will be changing our name to Fifth Third Bank when the conversion process is
complete. We will be developing a plan for introducing our name and our combined capabilities
to our customers and we will share more details of that plan with you as it develops.
Q. Why is the combination with Fifth Third Bank necessary now?
A.
As part of doing business, First Charter is always evaluating
opportunities for creating
shareholder value and finding better ways to serve our customers. Combining resources with
Fifth Third Bank is a move that will yield significant benefits for all three of our key
constituencies our customers, our teammates and our shareholders.
Q. How will customers benefit?
A. As our tagline says, our promise to our customers is to Expect More From Us. The combined
resources of First Charter and Fifth Third Bank will provide customers access to a broader
range of banking services and products and an expanded geographic footprint along with the
exceptional customer service our customers have come to expect from us.
Q. What does this mean for shareholders?
The offer presented by Fifth Third Bank provides an opportunity for our shareholders to receive
a significant premium over our current share price. As you may know, we have felt for some time
that the price of our shares does not recognize the full value of our franchise. In order to
maximize the value of our shareholders investment in First Charter, the board decided to
pursue the opportunity presented to us by Fifth Third Bank to become part of a larger and
highly successful financial services company.
Q. Did First Charter seek out a partner because of any financial issues?
A. No. We are enjoying strong growth, we are situated in strong markets, and we have extremely
satisfied customers. For example, First Charter has a 12 percent market share in the Charlotte
metro market, which is the highest market share held by a community bank in any of the nations
10 fastest-growing metropolitan areas. And nearly 90 percent of our deposits are in metro
markets that are growing or likely to grow fast. In fact, our success in building the strong
franchise we have today is what makes us an attractive partner for Fifth Third Bank.
Q. Will anything change about my reporting relationships?
A. We dont foresee any changes at the moment, but there are many issues that we still need to
work through. We are committed to keeping you fully informed throughout the process as we work
to complete integration.
Q. Im nervous about the uncertainty created by todays announcement. If I stay at First
Charter, what can I expect?
A. We understand that change can be unsettling. We are committed to sharing information with
you as soon as we can. All we ask is that you continue to focus on providing the exceptional
customer service that has led to the growth and success of First Charter. We are confident that
our many new opportunities await our teammates as we join Fifth Third Bank.
Q. How will employees be kept informed during this transition?
A. A series of employee meetings, conference calls and ongoing internal communications will be
provided to keep everyone informed and answer questions.
Q. How will our customers learn about our decision to join Fifth Third Bank and how it might
affect their accounts?
A. First Charter customers can expect to work with many of the same bankers and financial
advisors theyve come to know.
While some customers may read or hear about it in news reports, we will also be sending
letters and Frequently Asked Questions to customers explaining in more detail what they can
expect. Our goal is to make the transition as seamless to our customers as possible.
Q. Will we have to learn all new systems and procedures and will we have new products?
A. The process of determining what will change and how it will all take place is a large
taskyou will be kept informed and there will be training to support everyone in this
transition. Operating efficiencies will be a determining factor in terms of what might change,
and well be updating you as more information on this topic becomes available.
Q. How does the decision to join Fifth Third Bank affect the status of the First Charter
Center?
A.
The First Charter Center is currently on the market for sale. As with many other issues, the effect
of our decision to join Fifth Third Bank on this particular subject is under discussion.
Q. Whats the most important thing I should tell my customers?
A. We believe this is a great move for First Charter and we want our customers to know that.
Well be providing training on how to handle customer questions and concerns as well as how to
talk about the benefits that we think customers will receive from continuing to do their
banking with us. In the meantime, heres a suggested statement that you can use if a customer
asks whats happening:
First Charters Board of Directors, with the support of the Executive Leadership Team, has
voted to become part of Fifth Third Bank. You shouldnt notice any changes right away because
several things need to happen before the transaction is completed. Were very excited about
the
news because we will be able to provide our customers with a broader range of financial
services, well have greater financial resources to serve clients with larger needs, and well
still be delivering the exceptional service that our customers have come to expect.
Q. What should I tell my family and friends about this news?
A. Weve built something special at First Charter, and we have a successful franchise today
because of your hard work and dedication to exceptional customer service. We tell our
customers that they can Expect More From Us and we believe that combining our strengths with
those of Fifth Third Bank will allow us to deliver on that in even more ways than were
previously possible. We hope youll share our optimism for the future that lies ahead.
Fifth Third Bank Merger
Key Messages and Talking Points
August 16, 2007
Umbrella Key Message:
Becoming part of Fifth Third will yield significant benefits for all three of our key
constituencies our customers, our teammates and our shareholders.
Constituent Key Messages:
#1 Customers: Weve always promised our customers that they can Expect More From Us. As
part of the nations 13th largest bank, theyll benefit from a broader range of
banking products and services, more financial resources at their disposal, and access to banks
and ATMs throughout the Southeast and Midwest.
Supporting Points:
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Successful franchise built by First Charter in North Carolina will be a great
platform for Fifth Third to expand its market presence into the Southeast, including
some of the nations highest-growth metro areas like Charlotte. FCTR already has 12
percent market share in Charlotte market and joining with Fifth Third gives us the
financial resources to invest in future growth. |
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Combined total of over 1,200 banking centers throughout Southeast and Midwest. |
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Greater financial strength, larger capital base provides ability to offer larger
loans. |
#2 Employees: As part of a large, strong organization like Fifth Third, we believe First
Charter teammates will benefit from additional opportunities for personal and professional
growth.
Supporting points:
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Opportunities for career growth within Fifth Third system. |
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Fifth Third is committed to expansion and has handled previous growth and
integrations well. |
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FCTR teammates are responsible for building the successful franchise we have today
through their hard work and dedication to exceptional customer service. We want them
to share our optimism for the future with Fifth Third. |
#3 Shareholders: We believe that the Fifth Third offer represents the best opportunity
available to us to maximize shareholder value.
Supporting points:
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Creating shareholder value is our fiduciary responsibility as a publicly held
company. |
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The (stock) market has not recognized the full value of our franchise. The Fifth
Third offer represents a significant premium over our current share price. |
Forward-Looking
Statements
Except
for the historical information contained herein, this communication
contains statements about First Charter, a
proposed merger of First Charter with or into Fifth Third and a
distribution to First Charters shareholders of either cash,
Fifth Third common stock or a combination thereof. Certain of these statements
are not historical facts and are considered forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based upon current expectations, forecasts and
assumptions that are subject to risks, uncertainties and other
factors that could cause actual outcomes and results to differ
materially from those indicated by these forward-looking statements.
These risks, uncertainties and other factors include, but are not
limited to: the satisfaction of the closing conditions in the merger
agreement, including receipt of shareholder and regulatory approvals;
the risk that the merger will not close; the risk that customer and
employee relationships may be disrupted by the merger, or in the
event the merger does not close; the reactions of First
Charters customers to the merger; possible changes in economic
and business conditions and other risks detailed from time to time in
First Charters reports filed with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the
year ended December 31, 2006. First Charter does not undertake
any obligation to update these forward-looking statements.
Where
You Can Find Additional Information About The Merger
The proposed Merger will be submitted to First Charters shareholders for consideration. Fifth
Third will file a Form S-4 Registration Statement, First Charter will file a Proxy Statement and
both companies will file other relevant documents regarding the Merger with the Securities and
Exchange Commission (the SEC). First Charter will mail the Proxy Statement/Prospectus to its
shareholders. These documents, and any applicable amendments or supplements, will contain
important information about the Merger, and Fifth Third and First Charter urge you to read these
documents when they become available.
You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at
the SECs website (www.sec.gov). You may also obtain these documents free of charge from Fifth
Thirds website (www.53.com) under the heading About Fifth Third and then under the heading
Media and Investors-Investor Relations and then under the item SEC Filings. You may also obtain
these documents, free of charge, from First Charters website (www.FirstCharter.com) under the
section About First Charter and then under the heading Investor Relations and then under the
item Financial Reports / SEC Filings.
Participants in The Merger
Fifth Third and First Charter and their respective directors and executive officers may be deemed
participants in the solicitation of proxies from First Charters shareholders in connection with
the Merger. Information about the directors and executive officers of Fifth Third and First Charter
and information about other persons who may be deemed participants in the Merger will be included
in the Proxy Statement/Prospectus. You can find information about Fifth Thirds executive officers
and directors in its definitive proxy statement filed with the SEC on March 9, 2007. You can find
information about First Charters executive officers and directors in its definitive proxy
statement filed with the SEC on April 25, 2007. You can obtain free copies of these documents from
the websites of Fifth Third, First Charter or the SEC.