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8-K - FORM 8-K - People's United Financial, Inc. | d8k.htm |
EX-99.2 - INVESTOR PRESENTATION, DATED NOVEMBER 23, 2009 - People's United Financial, Inc. | dex992.htm |
Exhibit 99.1
PEOPLES UNITED | Jared Shaw | FINANCIAL FEDERAL | Steven F. Groth | |||
INVESTOR CONTACT: | Investor Relations | CONTACT: | Chief Financial Officer | |||
203.338.4130 | 212-599-8000 | |||||
jared.shaw@peoples.com | sgroth@financialfederal.com | |||||
PEOPLES UNITED | Valerie C. Carlson | |||||
MEDIA CONTACT: | Corporate Communications | |||||
203.338.2351 | ||||||
valerie.carlson@peoples.com |
FOR IMMEDIATE RELEASE
NOVEMBER 23, 2009
PEOPLES UNITED FINANCIAL, INC. TO ACQUIRE
FINANCIAL FEDERAL CORPORATION
Transaction Significantly Expands Peoples Uniteds Equipment Finance Business
BRIDGEPORT, CT and NEW YORK, NY Peoples United Financial, Inc. (Nasdaq: PBCT), the holding company for Peoples United Bank, announced today a definitive agreement to acquire Financial Federal Corporation (NYSE: FIF) in a stock and cash transaction valued at approximately $738 million. Completion of the transaction is subject to customary closing conditions, including the approval of the shareholders of Financial Federal.
Peoples United expects the transaction to be significantly accretive to operating earnings in 2010 and to have an IRR greater than 20%. Given Financial Federals significant excess capital, the transaction is expected to have a slight positive impact on Peoples Uniteds industry leading capital levels on a pro forma basis. The transaction is expected to close in the first quarter of 2010.
We are delighted that Financial Federal Corporation is joining Peoples United, said Philip R. Sherringham, President and Chief Executive Officer of Peoples United Financial. Financial Federal is a leader in equipment financing and provides a valuable complement to our existing business lines, particularly, Peoples Capital and Leasing (PCLC), our equipment financing subsidiary. Furthermore, this transaction generates meaningful earnings accretion without diluting our capital ratios, which will continue to provide us with tremendous strategic flexibility in todays volatile markets.
Outside of the transportation sector, there is virtually no overlap between Financial Federals focus on construction and refuse, and PCLCs focus which, historically, has been on printing and packaging, Sherringham noted. Moreover, this transaction offers opportunities for Peoples United to grow our highly-profitable equipment financing business with established, experienced staff in new markets throughout the country. Our combined portfolio will rank us 13th among U.S. bank-owned equipment finance businesses, according to data from Monitor, an industry publication.
The transaction is beneficial to the shareholders of both companies, said Paul R. Sinsheimer, Chief Executive Officer of Financial Federal. It substantially increases Financial Federals growth potential by providing access to low cost funding from Peoples Uniteds deposits. The match in the credit cultures is another positive, as Financial Federals underwriting philosophy echoes that of Peoples United, targeting secured lending, underwriting all transactions, focusing on the middle market, and tailoring products to customer needs.
We believe we are acquiring a very attractive franchise, especially given the ability to take market share in this dislocated market and with significant capital available for growth, Sherringham added. In addition, we are excited about the opportunity to continue to participate more fully in a secular trend toward infrastructure upgrade in our country, he concluded.
Under the terms of the definitive agreement, which has been approved by both companies boards of directors, at closing Financial Federal Corporation shareholders will receive $11.27 in cash and one share of Peoples United common stock. Based on the closing price of Peoples United on November 20, 2009, the transaction is valued at $27.74 per Financial Federal Corporation share. The actual value per Financial Federal share on consummation of the acquisition will depend on the share price of Peoples United at that time. The receipt of Peoples United stock by shareholders of Financial Federal is expected to be tax-free.
Morgan Stanley acted as exclusive financial advisor to Peoples United and Simpson Thacher & Bartlett LLP acted as legal counsel. Keefe Bruyette & Woods acted as exclusive financial advisor to Financial Federal Corporation and Covington & Burling LLP served as legal counsel.
Additional information regarding this transaction is included in a brief presentation posted on the Peoples United website. To access the presentation, please go to www.peoples.com by selecting Investor Relations in the About Us section on the home page, and then selecting Investor Presentations in the News and Events section.
About Financial Federal Corporation
Financial Federal (financialfederal.com) is a financial services company providing collateralized lending, financing and leasing services nationwide to small and medium sized businesses in the general construction, road and infrastructure construction and repair, road transportation and refuse industries.
About Peoples United Financial, Inc.
Peoples United Financial, Inc. is the holding company of Peoples United Bank (peoples.com), the largest bank headquartered in New England. Peoples United Financial has assets of $21 billion, more than 440 ATMs and 300 branches. A diversified financial services company founded in 1842, Peoples United provides consumer, commercial, insurance, retail investment and wealth management and trust services to personal and business banking customers.
Additional Information About this Transaction
In connection with the proposed merger, Peoples United will file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that will include a proxy statement of Financial Federal that also constitutes a prospectus of Peoples United. Financial Federal will mail the proxy statement/prospectus to its stockholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Peoples United and Financial Federal with the SEC at the SECs website at www.sec.gov. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Peoples United website at www.peoples.com under the tab Investor Relations and then under the heading Financial Information or by accessing Financial Federals website at www.financialfederal.com under the tab Investor Relations SEC Filings.
Participants in this Transaction
Peoples United, Financial Federal and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Financial Federal stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Financial Federal stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about the executive officers and directors of Peoples United in its Annual Report on Form 10-K for the year ended December 31, 2008 and in its definitive proxy statement filed with the SEC on March 25, 2009. You can find information about Financial Federals executive officers and directors in its Annual Report on Form 10-K for the year ended July 31, 2009 and in its definitive proxy statement filed with the SEC on November 5, 2009. You can obtain free copies of these documents from Peoples United or Financial Federal using the contact information above.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.
This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all; (2) failure of the shareholders of Financial Federal Corporation to approve the merger agreement; (3) disruptions to the parties businesses as a result of the announcement and pendency of the merger; (4) costs or difficulties related to the integration of the businesses following the merger; (5) changes in general, national or regional economic conditions; (6) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize (7) changes in loan default and charge-off rates; (8) reductions in deposit levels necessitating increased borrowings to fund loans and investments; (9) changes in interest rates or credit availability; (10) changes in levels of income and expense in noninterest income and expense related activities; and (11) competition and its effect on pricing, spending, third-party relationships and revenues.
For additional factors that may affect future results, please see Peoples Uniteds and Financial Federal Corporations filings with the Securities and Exchange Commission, including Peoples Uniteds Annual Report on Form 10-K for the year ended December 31, 2008 and Financial Federal Corporations Annual Report on Form 10-K for the year ended July 31, 2009. Peoples United and Financial Federal Corporation undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or other changes.
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