First Defiance Financial Corp. Announces Board Changes
Jack Fauster Retires; Jean A. Hubbard and Barbara A. Mitzel New Directors
DEFIANCE, OHIO (April 28, 2008) – First Defiance Financial Corp. (NASDAQ: FDEF) recently announced changes to its Board of Directors. Dr. John U. (Jack) Fauster has retired from the First Defiance Board and the Board of its subsidiary, First Federal Bank of the Midwest, where he had served since 1975. At the company’s Annual Meeting on April 22, shareholders elected Jean A. Hubbard of Defiance, Ohio, to fill the vacancy created by Dr. Fauster’s retirement. At an organizational meeting held the same day, the First Defiance Board appointed Barbara A. Mitzel of Adrian, Michigan to a newly created seat on the Board. Mitzel served on the Board of Pavilion Bancorp prior to that company’s acquisition by First Defiance on March 14, 2008.
“We are grateful for Dr. Fauster’s 33 years of service and his contributions to the First Defiance Board,” said William J. Small, Chairman, President and CEO of First Defiance. “His leadership has helped First Federal evolve from a small, traditional thrift organization into a community bank with a significant market presence throughout northwest Ohio, and now in Michigan and Indiana.”
Hubbard has served on the First Federal Bank community advisory board since January, 2007. She has been appointed to the Corporate Governance and Long Range Planning Committees of the First Defiance Board. Mrs. Hubbard is a graduate of Defiance College with a Bachelor’s degree in Business Administration and is also a graduate of the Ohio School of Banking and the ABA School of Human Resource Management. She is currently Business Manager and Corporate Treasurer for The Hubbard Company in Defiance, Ohio, and has more than 20 years of experience in banking. Hubbard is active in the Defiance community, serving on the Board of the Defiance Rotary Club and as a mentor with the Defiance City Schools. She is also a past board member of Kettenring Country Club and is a past program advisor with the Junior Achievement of Northwest Ohio. Hubbard resides in Defiance with her husband Tom and children.
Mitzel was a Director of Pavilion Bancorp, which was acquired by First Defiance Financial Corp. on March 14, 2008. She will serve on the Long Range Planning Committee for First Defiance and the Investment Committee for First Federal Bank. Mitzel has a Bachelor’s degree from Saginaw Valley State University and is the Area Manager for Consumers Energy in Adrian, Michigan, where she is responsible for community and local government relations in the areas of economic development, public safety, franchise renewals and infrastructure-related work across two counties. Mitzel is also a third-term city commissioner in Adrian, Michigan, and serves on the Boards of ProMedica North Region/Lenawee Health Alliance, the Lenawee Boys and Girls Club, the Adrian Brownfield Redevelopment Authority and the Lenawee United Way. She is a member of the Adrian Noon Rotary Club and the Michigan Municipal League, as well as a past chair of the Lenawee Chamber of Commerce. Mitzel resides in Adrian with her husband David.
“We are pleased to welcome both Jean and Barbara to the First Defiance Financial Corp Board of Directors,” said Small. “Their strong business backgrounds and knowledge of the banking industry will add immediate value to the Board.”
FIRST DEFIANCE SHAREHOLDERS RE-ELECT TWO DIRECTORS AND ELECT NEW DIRECTOR AT 2008 ANNUAL MEETING
DEFIANCE, OH (April 23, 2008) – First Defiance Financial Corp. (NASDAQ: FDEF) hosted its annual meeting of shareholders on April 22 at the company’s new operations center in Defiance. William J. Small, Chairman, President and CEO, reviewed the company’s 2007 achievements and financial performance, as well as first quarter 2008 financial results.
Mr. Small noted aggressive deposit growth initiatives led to a 14% growth in non-interest bearing deposits in 2007 and contributed to a solid first quarter performance for the company. Other accomplishments in 2007 included $50.2 million growth in commercial loans, a steady volume of mortgage loans and the acquisition of the Huber, Harger, Welt and Smith insurance agency in Bowling Green, Ohio.
He also noted the new Fort Wayne, Indiana branch that opened in August of 2007, the new Glandorf office that opened in February 2008 and the acquisition of Pavilion Bancorp and Bank of Lenawee in March of 2008 brought the total number of First Federal Bank branches to 36 and consolidated assets to $1.89 billion at March 31, 2008.
In the business portion of the meeting, Mr. Small recognized Dr. John U. Fauster as a retiring board member and thanked him for his years of service. Shareholders re-elected two directors for three- year terms expiring at the annual meeting in 2011: James L. Rohrs, who was appointed as a director in 2000; and Thomas A. Voigt, who has been a director since 1995. Jean A. Hubbard from Defiance was elected to fill the seat vacated by Dr. Fauster. Her term will also expire in 2011.
FIRST DEFIANCE COMPLETES THE ACQUISITION OF PAVILION BANCORP AND BANK OF LENAWEE
DEFIANCE, OH (March 14, 2008) – First Defiance Financial Corp. (NASDAQ: FDEF) today announced that it has completed the acquisition of Pavilion Bancorp Inc. and its subsidiary, the Bank of Lenawee, through the merger of Pavilion into First Defiance.
The Bank of Lenawee had nine banking offices and $273.6 million in assets as of December 31, 2007. As a result of the acquisition, First Defiance, the holding company for First Federal Bank of the Midwest, increased its deposits by approximately $205 million and its net loans by approximately $237 million using December 31, 2007 data. Following the acquisition, on a pro forma basis using December 31, 2007 data, First Defiance Financial Corp. will have $1.85 billion in total assets and $1.4 billion in total deposits.
First Defiance expects the merger to be accretive to earnings in the first 12 months, excluding one-time acquisition related charges, with no repurchase assumptions or revenue synergies assumed. Management estimates that annual pre-tax expense reductions will be approximately $3.5 million with approximately 75% to be realized in 2008 and the balance thereafter. The company expects one-time costs, including acquisition-related and restructuring charges will not exceed $3.8 million on a pre-tax basis over the integration period.
As previously announced, First Federal will continue to operate eight Bank of Lenawee offices in Hillsdale and Lenawee Counties, which border northern Ohio, and close the Bank of Lenawee Waldron branch. First Defiance Chairman, President and CEO William J. Small said the acquisition expands First Federal Bank’s presence into adjacent markets, supports its growth strategy and brings the total number of First Federal Bank branches to 36. “We are the largest community bank in northwest Ohio; this acquisition expands our market area into southeastern Michigan and it adds the type of communities that have been very responsive to First Federal Bank’s ‘Customer First’ style of banking,” Small said.
All eight offices will be closed on Saturday, March 15 for systems conversion and will open on Monday, March 17 as First Federal Bank offices. Dawn Bales will manage the Adrian offices; Wendy Pizana will manage the Tecumseh locations; Norma Bournes will oversee the Hillsdale office; Jan Fisher is the manager of the Hudson office and Jennifer Blaker will manage the Morenci location. The bank managers and customer service representatives will be assisted in the short-term by transition teams from other First Federal Bank offices.
First Federal Bank previously named Jeffrey D. Vereecke as the Northern Market President. The Northern Market includes the Williams and Fulton County, Ohio offices of First Federal Bank as well as all of the former Bank of Lenawee offices in Michigan. A native of Morenci, Michigan, Vereecke has been overseeing the Bank of Lenawee transition to First Federal Bank and recently moved his family to Adrian. “First Federal Bank invests in the communities it serves,” said Vereecke. “We build long-term relationships in our markets and we have a proud history of being good corporate citizens. We will continue to provide local decision-making and a true community bank choice for the customers in Hillsdale and Lenawee counties.”
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 36 full service branches and 45 ATM locations in northwest Ohio, west central Indiana and southeastern Michigan. First Insurance & Investments has offices in Defiance, Ohio and Bowling Green, Ohio, and specializes in life and group health insurance. For more information, visit the company’s Web site at http://www.fdef.com/.
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/.
RYAN MILLER JOINS FIRST FEDERAL BANK AS COMMERCIAL LENDER IN BRYAN
Defiance, OH-- First Federal Bank officials are pleased to announce the recent hiring of Ryan Miller as Vice President of Commercial Banking for the Bryan area.
Ryan is a graduate of Miami University and has over 4 years of banking experience and 4 years public accounting experience. As a commercial lender, Ryan will be partnering with business clients in Williams County, providing lending assistance, establishing lines of credit, offering cash management services and a variety of other First Federal Bank commercial services.
Ryan is a member of Christ the King Catholic Church, Orchard Hills Country Club and Rotary. In the past, he has been on the Executive Committee of the American Heart Association and a Board Member of Precision Metalforming Association.
Ryan is relocating to Bryan with his wife Amy and has two children. He can be reached at the First Federal Bank office at 204 E. High St., Bryan, by calling (419) 636-3118, or by email at rmiller@first-fed.com.
Mark Ferris Relocates to First Federal Bank Napoleon Office
DEFIANCE, OH – First Federal Bank announced Mark Ferris is now in the Napoleon office located at 625 Scott St. He was originally a commercial lender in the First Federal Bank’s downtown office in Defiance.
Ferris has been a commercial lender in northwest Ohio for four years. As a commercial lender, he will be establishing and maintaining relationships in Henry County. He will also be offering a number of commercial services such as lending assistance, establishing lines of credit and offering cash management services.
Ferris is a course instructor for Junior Achievement and a volunteer coach at the Defiance Area YMCA. He is also a member of St. John Lutheran Church of Defiance and Auglaize Golf Club.
He resides in Defiance with his wife Dawn and his children Josh and Courtney.
His office is located at the First Federal Bank at 625 Scott St., Napoleon. He can be reached by calling (419) 592-3060 or 1-800-472-6292.
Adam Fritz Promoted to Commercial Lender in Defiance
Defiance, OH—First Federal Bank has announced the recent promotion of Adam Fritz as Commercial Lender in the Defiance market.
A graduate of Defiance College with a degree in Finance, Fritz has been with First Federal Bank since 2004 working as a Credit Analyst. With his promotion, he will be establishing business relationships in Defiance County and the surrounding areas. He will also be offering a number of commercial services such as lending assistance, establishing lines of credit, agricultural loans and cash management services.
Fritz attends the Christ Our Savior Lutheran Church. He and his wife Kara reside in Defiance.
Adam’s office is located at 601 Clinton St. in Defiance. He may be reached by calling (419) 782-5015.
First Federal Bank Promotes Tim Harris to Eastern Market Area President
Defiance, OH—First Federal Bank officials have announced the recent promotion of Tim Harris, Senior Vice President, to the newly created position of Eastern Market Area President for First Federal Bank, effective January 1, 2008.
Harris has been with First Federal Bank since 2000, most recently serving as Senior Vice President and head of Commercial Lending in the Northern Market Area. As Eastern Market Area President, Harris will oversee the branch administration, commercial lending, mortgage and consumer lending and cash management functions for the five offices in Lucas, Ottawa and Wood counties. Harris’s office will be located in Bowling Green.
“As Market Area President, Tim will essentially have the same authority in the Eastern Market that I have as President of the bank,” stated James Rohrs, President and COO of First Federal Bank. “Every employee located in Tim’s market area will report directly to him. This organizational structure is designed to keep the decision-making authority as close to the customer as possible.”
“I am excited about this new opportunity,” said Harris. “First Federal Bank has experienced tremendous growth over the past eight years. By establishing Market Area Presidents for the northern, southern, eastern and western portions of our market, we are maintaining our reputation for quick turn-around time and responsiveness to our individual and commercial customers.”
Harris has a Bachelor’s degree in Agricultural Economics from Ohio State University and a Master’s in Business Administration from BGSU. Harris has been in banking over 27 years in the Toledo and Bowling Green areas. He also completed the Graduate School of Banking in Madison, Wisconsin in 2007. He is a Board member of the Wood County Board of MR/DD, a member of the Bowling Green Revolving Loan Fund and a Board member of the Wood County District Library Foundation. He and his wife Margie and their three children reside in Bowling Green.
First Federal Bank's Downtown Findlay Office Now Open!
We're proud to announce our downtown Findlay location at 301 S. Main St. that was damaged by the flood in August is open for business as of December 6, 2007.
First Federal Bank to Open Glandorf, Ohio Office
First Federal Bank officials announced they will be establishing a new full service banking office at 135 South Main Street in Glandorf, Ohio.
According to Greg Allen, Southern Market President of First Federal Bank, the new office will service First Federal Bank's existing customer base in Glandorf and offer convenient retail services for both current and new customers. "This facility will give us an opportunity to provide another banking location in Putnam County. We are very pleased with our growth in this market and we look forward to extending our 'Customer First' style of community bnaking directly to the residents of the Glandorf area," Allen said.
Mike Schumaker, the branch manager of First Federal Bank's Ottawa office, will serve as the branch manager of the 768-square-foot Glandorf office as well. "We will provide a full range of retail and commercial loan and deposit products, including Merit Checking for those ate 50 and better, remote deposit services for commercial customers, and mortgage loan options," Schumaker said.
First Federal officials have notified the regulatory agencies of the intent to open the new office and are planning renovations. The branch is expected to open in the first quarter of 2008, subject to lease agreement contingencies and will be First Federal Bank's 28th banking center.
