First Niagara to Acquire $4.2 Billion in Deposits and 57 National City Bank Branches...

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Tue Apr 7, 2009 8:30am EDT

First Niagara to Acquire $4.2 Billion in Deposits and 57 National City Bank
Branches in Western Pennsylvania

- Profitable and well-capitalized Upstate New York-based bank to use
additional liquidity to expand commercial and consumer lending in new and
existing markets -

- Workforces across both Western Pennsylvania and Upstate New York to be
expanded with the addition of 200 jobs -

- Option to issue $150 million in stock and debt will maintain strong capital
position -

LOCKPORT, N.Y., April 7 /PRNewswire-FirstCall/ -- First Niagara Financial
Group, Inc. (Nasdaq: FNFG) has signed a definitive purchase agreement to
acquire $4.2 billion of deposits and 57 Western Pennsylvania bank branches
from National City Bank, a subsidiary of The PNC Financial Services Group,
Inc. for a deposit premium of 1.3%. In addition to $3.2 billion in cash, First
Niagara will also receive approximately $839 million of performing business
and consumer loans.

This acquisition immediately provides Upstate New York-based First Niagara
more than 400,000 customer accounts and the number-three deposit market share
position in the combined Pittsburgh, Erie and Warren regions. Divestiture of
these branches was a regulatory condition of PNC's purchase of National City
in December of 2008.

"This transaction enables us to strategically expand our franchise, leverage
our strong financial position and enhance shareholder value," First Niagara
President and CEO John R. Koelmel said. "We are also very pleased to be able
to retain 500 jobs in the Western Pennsylvania market and add upwards of 200
new jobs there and in Upstate New York during these very challenging economic
times. We will provide the same high quality, personalized financial services
to the communities served by these branches, just as we're doing across
Upstate New York. We're excited to become an active lender in Western
Pennsylvania and provide our new employees with continued career and growth
opportunities."

The acquisition, which is expected to close in September 2009, is anticipated
to be accretive to earnings per share by approximately 20% in 2010. This
transaction represents a continuation of the company's growth strategy and is
the latest in a series of acquisitions that First Niagara has undertaken over
the past decade. 

First Niagara anticipates that approximately 500 employees in Western
Pennsylvania, most of whom work in the branches to be acquired, will join
First Niagara. In addition, 50 to 75 new jobs will be created in and around
Pittsburgh to support the newly acquired branches and lending
teams. In addition, to support First Niagara's new branch network in
Pennsylvania, the company expects to add 100 to 125 positions in Upstate New
York.

"The people of Western Pennsylvania and neighboring Upstate New York share
common cultures and values, a tremendous work ethic and an unwavering
commitment to their communities," Koelmel said. "Given the similarities in the
economic, demographic and competitive profiles of the regions, we believe
First Niagara's business model will succeed in our newest markets."

Under a separate agreement with PNC and National City, First Niagara has the
option to issue a combination of common stock and debt at closing in order to
maintain its strong capital levels. Under terms of the agreement, the
aggregate amount of stock and debt would not exceed $150 million, and the
number of common shares would not exceed 6.8 million. For additional details
and metrics associated with the transaction, visit www.fnfg.com.

The branch acquisition has received approvals from the parties' boards of
directors and remains subject to regulatory approval and other customary
closing conditions.

First Niagara was advised by the investment banking firm of Goldman, Sachs &
Co. as well as the law firm of Luse Gorman Pomerenk & Schick. PNC was advised
by the investment banking firm of Sandler O'Neill and Partners and the law
firm of Wachtell, Lipton, Rosen & Katz.

Investor Conference Call -- A conference call will be held at 11:00 a.m.
Eastern Time today to discuss this transaction. Those wishing to participate
in the call may dial toll-free 1-877-709-8150. A replay of the call will be
available for 14 days by dialing 1-877-660-6853, account number 240, ID number
319681.  The investor presentation for this transaction can be accessed at
First Niagara's website www.fnfg.com.

Press Conference Call -- First Niagara will host a press conference at 1:00
p.m. Eastern Time today to discuss the transaction. Those wishing to
participate in the call may dial toll-free 1-877-407-8289.

About First Niagara -- First Niagara Financial Group, Inc., through its wholly
owned subsidiary First Niagara Bank, has assets of $9.3 billion and deposits
of $5.9 billion as of December 31, 2008. First Niagara Bank is a full-service,
community-focused bank that provides financial services to individuals,
families and businesses through 113 branches and four Regional Market Centers
across Upstate New York. For more information, visit www.fnfg.com.

Forward-Looking Statements -- This press release contains forward-looking
statements with respect to the financial condition and results of operations
of First Niagara Financial Group, Inc. including, without limitations,
statements relating to the earnings outlook of the Company. These
forward-looking statements involve certain risks and uncertainties. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, among others, the following
possibilities: (1) changes in the interest rate environment;
(2) competitive pressure among financial services companies; (3) general
economic conditions including an increase in non-performing loans that could
result from an economic downturn; (4) changes in legislation or regulatory
requirements; (5) difficulties in continuing to improve operating
efficiencies; (6) difficulties in the integration of acquired businesses; and
(7) increased risk associated with an increase in commercial real-estate and
business loans and non-performing loans.


SOURCE  First Niagara Financial Group, Inc.

John R. Koelmel, President and Chief Executive Officer; or Michael W.
Harrington, Chief Financial Officer; or Anthony M. Alessi, Investor Relations
Manager, +1-716-625-7692, tony.alessi@fnfg.com; or Leslie G. Garrity,
Corporate Communications Manager, +1-716-316-1781, leslie.garrity@fnfg.com
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