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Introductory Note

On April 15, 2011, pursuant to the terms the Agreement and Plan of Merger, dated August 18, 2010, as amended September 27, 2010 (the “Merger Agreement”) among NewAlliance Bancshares, Inc. (“NewAlliance”), First Niagara Financial Group, Inc. (“First Niagara”), and FNFG Merger Sub, Inc., a wholly owned subsidiary of First Niagara (“Merger Sub”), Merger Sub merged with and into NewAlliance, whereupon the separate corporate existence of Merger Sub ceased and NewAlliance became a wholly-owned subsidiary of First Niagara (the “Merger”). Following the consummation of the Merger, NewAlliance was merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance ceased.

In connection with the consummation of the Merger, NewAlliance notified the New York Stock Exchange (the “NYSE”) on April 15, 2011 of such consummation and requested that the NYSE file with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that the shares of NewAlliance’s common stock are no longer listed on the NYSE.  The disclosure under Item 3.03 is incorporated herein by reference.

The stockholders of NewAlliance approved the adoption of the Merger Agreement at NewAlliance’s Special Meeting of Stockholders held on December 20, 2010, and the Merger was consummated on April 15, 2011.

Under the terms of the Merger Agreement, each outstanding share of common stock of NewAlliance (each, a “NewAlliance Share”) was cancelled and converted into the right to receive, at the holder’s election, either 1.10 shares of common stock of First Niagara or $14.28 in cash, without interest, subject to adjustment, election and allocation procedures specified in the Merger Agreement, which provides that an aggregate 86% of such outstanding NewAlliance Shares will be converted into the right to receive common stock of First Niagara and an aggregate 14% of such outstanding NewAlliance Shares will be converted into the right to receive cash.  

Upon the effective time of the Merger, holders of NewAlliance’s common stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders of NewAlliance (other than their right to receive the merger consideration).

The foregoing summary of the Merger Agreement, and the transaction contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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As a result of the Merger, a change of control of NewAlliance occurred, and Merger Sub merged with and into NewAlliance, with NewAlliance continuing as the surviving corporation and a wholly-owned subsidiary of First Niagara.  As described in the Introductory Note above, following the consummation of the Merger on April 15, 2011, NewAlliance was merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance ceased. The disclosure under Item 3.03 is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger, all of the members of NewAlliance’s board of directors resigned and were replaced by the directors of Merger Sub at the effective time of the Merger. As described in the Introductory Note above, following the consummation of the Merger on April 15, 2011, NewAlliance was merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance ceased.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST NIAGARA FINANCIAL GROUP, INC.
(successor to NewAlliance Bancshares, Inc.)

DATE: April 18, 2011

By: /s/ Gregory W. Norwood                           
Gregory W. Norwood
Chief Financial Officer
(Duly authorized representative)

Exhibit Index

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