Fifth Third Enters North Carolina Market

CINCINNATI, June 6 /PRNewswire-FirstCall/ -- Fifth Third Bancorp
(Nasdaq: FITB) today announced the completion of its acquisition of First
Charter Corporation.
Fifth Third is adding approximately $4.8 billion in assets and $3.2
billion in deposits as well as 57 branches in North Carolina and two in
suburban Atlanta to its existing franchise. The acquisition provides Fifth
Third an entrance into the thriving Charlotte metropolitan market and adds to
a growing presence in Georgia. Fifth Third now ranks fourth in total deposits
in the Charlotte metropolitan market and seventh overall in North Carolina.
"The finalization of this acquisition gives Fifth Third Bank a solid
foothold into an additional fast growing Southeastern metropolitan market,"
said Kevin T. Kabat, president and CEO of Fifth Third Bancorp. "Approximately
a quarter of our banking centers are now in the Southeast, which is quite a
change from just a short while ago. I am very excited about our continued
growth, and want to welcome our new customers and employees to Fifth Third."
Kabat added that Bob James who had served as president and CEO of First
Charter Corporation will now serve as president of Fifth Third Bank, N.A.
(North Carolina), the Company's newest affiliate.
"We are excited to be a part of the Fifth Third family and to be able to
offer our customers access to the many additional products and services Fifth
Third Bank is able to provide," said James.
Fifth Third Bancorp will pay $31.00 per First Charter share, or
approximately $1.1 billion. As specified in the merger agreement, First
Charter's shareholders were entitled to elect cash or shares of Fifth Third
common stock with the limitation that the aggregate merger consideration to be
paid in the form of 70% in shares of Fifth Third Bancorp common stock and 30%
in cash.
Preliminary results of the First Charter shareholder election process
indicate that cash option was selected in exchange for approximately 26-31
percent of First Charter shares. Those shareholders who made a valid cash
election will either receive consideration in accordance with their election
or will receive a portion of their consideration in Fifth Third common stock
and the remainder in cash, depending upon the final results of the election
which will be published within approximately seven days.
Approximately 57 percent of First Charter shares elected to receive Fifth
Third stock and consequently, Fifth Third anticipates that those First Charter
shareholders that made a valid election to receive shares of Fifth Third
common stock will receive consideration in accordance with their election.
Shareholders who did not make a valid election or who expressed no preference
will either receive shares of Fifth Third common stock for their shares of
First Charter common stock or will receive a portion of their consideration in
cash and the remainder in Fifth Third common stock, depending upon the final
results of the election.
First Charter common stock shareholders who receive shares of Fifth Third
common stock in the merger will receive 1.7412 shares of Fifth Third common
stock for each share of First Charter common stock and cash in lieu of
fractional shares of Fifth Third common stock. The amount of cash in lieu of a
fractional share of Fifth Third common stock will be determined by multiplying
the fraction otherwise due by $31.00.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The Company has $111 billion in assets,
operates 18 affiliates with 1,245 full-service Banking Centers, including 105
Bank Mart(R) locations open seven days a week inside select grocery stores and
2,229 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee,
West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third
operates five main businesses: Commercial Banking, Branch Banking, Consumer
Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third
is among the largest money managers in the Midwest and, as of March 31, 2008,
has $212 billion in assets under care, of which it managed $31 billion for
individuals, corporations and not-for-profit organizations. Investor
information and press releases can be viewed at www.53.com . Fifth Third's
common stock is traded on the NASDAQ(R) National Global Select Market under
the symbol "FITB."
SOURCE Fifth Third Bancorp

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