Filed by KeyCorp
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: First Niagara Financial Group, Inc.
Filer’s SEC File No.: 001-11302
Date: October 30, 2015
Explanatory Note: The following communication was e-mailed by KeyCorp to its clients.
Filed by KeyCorp
pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject Company: First Niagara Financial Group, Inc.
Filer’s SEC File No.: 001-11302
Date: October 30, 2015
Explanatory Note: The following communication was e-mailed by KeyCorp to its clients.
It gives
me great pride and pleasure to share news that KeyBank is growing so that we can do more for you and other valued clients.
As you may know, earlier today KeyCorp
announced the intent to acquire First Niagara Financial Group and, together, we become the 13th largest commercial bank headquartered in the U.S. For those of you not familiar with First Niagara, it is a well-respected regional bank based in
Buffalo, N.Y. with 394 banking offices in New York, Pennsylvania, Connecticut and Massachusetts.
By joining forces with First Niagara, we can further broaden our
efforts to help clients make confident financial decisions and to help our communities prosper and thrive. Like KeyBank, First Niagara values client relationships and finding the right banking solution at the right time. Together, we will continue
to create innovative banking products and services tailored to our clients’ individual needs.
Key’s acquisition of First Niagara is expected to close in
third quarter 2016. Until then, KeyCorp and First Niagara remain separate companies. As a KeyBank client, your accounts, account numbers and credit and debit cards and the bank systems you access remain the same. We will
continue to provide the high-level service, value and expertise you expect from us.
I want you to know that KeyBank and First Niagara together believe that, when our clients and communities prosper and thrive, we all do. That’s why, together, we will continue
our shared traditions of philanthropy, volunteerism and community development and keep our commitment to the communities we serve so proudly.
Together, we will be
an even better bank for you, and for your community.
We look forward to sharing more information with you over the coming months as we keep you updated on our
progress.
As always, thank you for choosing Key. Beth Mooney Chairman and Chief Exexutive Officer KeyCorp Like Us Follow Us Subscribe To Us IMPORTANT ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, KeyCorp will file with the SEC a Registration Statement on Form S-4 that will include the
Joint Proxy Statement of KeyCorp and First Niagara and a Prospectus of KeyCorp, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
continue to provide the
high-level service, value and expertise you expect from us.
I want you to know that KeyBank and First Niagara together believe that, when our clients and
communities prosper and thrive, we all do. That’s why, together, we will continue our shared traditions of philanthropy, volunteerism and community development and keep our commitment to the communities we serve so proudly.
Together, we will be an even better bank for you, and for your community.
We look forward to
sharing more information with you over the coming months as we keep you updated on our progress.
As always, thank you for choosing Key. Beth Mooney Chairman and
Chief Exexutive Officer KeyCorp Like Us Follow Us
Subscribe To Us IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, KeyCorp will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of KeyCorp and First Niagara
and a Prospectus of KeyCorp, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
continue to provide the high-level service, value and expertise you expect from
us.
I want you to know that KeyBank and First Niagara together believe that, when our clients and communities prosper and thrive, we all do. That’s why,
together, we will continue our shared traditions of philanthropy, volunteerism and community development and keep our commitment to the communities we serve so proudly. Together, we will be an even better bank for you, and for your community.
We look forward to sharing more information with you over the coming months as we keep you updated on our progress.
As always, thank you for choosing Key.
Beth Mooney Chairman and Chief Exexutive Officer
KeyCorp Like Us Follow Us Subscribe To Us
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, KeyCorp will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of KeyCorp and First Niagara
and a Prospectus of KeyCorp, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about KeyCorp and First Niagara,
may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from KeyCorp at investor.key.com or from First Niagara by accessing First Niagara’s website at
www.firstniagara.com. Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to KeyCorp Investor Relations at Investor Relations, KeyCorp, 127 Public Square, Mailcode OH-01-27-0737, Cleveland,
Ohio 44114-1306, by calling (216) 689-3000, or by sending an e-mail to investor_relations@keybank.com or to First Niagara Investor Relations at 726 Exchange Street, Suite 618, Buffalo, New York 14210, by calling (716) 819-5669 or by sending an
e-mail to investor@fnfg.com. In addition, KeyCorp and First Niagara use their respective Investor Relations websites and social media outlets as channels of distribution of material company information. Such information is accessible on
KeyCorp’s and First Niagara’s Investor Relations websites, as well as on their respective Facebook pages and through their Twitter accounts and LinkedIn accounts.
KeyCorp and First Niagara and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective
shareholders of KeyCorp and First Niagara in respect of the transaction described in the Joint Proxy Statement/Prospectus. Information regarding KeyCorp’s directors and executive officers is contained in KeyCorp’s Proxy Statement on
Schedule 14A, dated April 7, 2015, which are filed with the SEC. Information regarding First Niagara’s directors and executive officers is contained in First Niagara’s Proxy Statement on Schedule 14A, dated March 23, 2015, which are filed
with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger when
it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s and
First Niagara’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,”
“objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by
variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we
assume no duty to update forward-looking statements. Actual results may differ materially from current projections.
In addition to factors previously disclosed in
KeyCorp’s and First Niagara’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by KeyCorp and First Niagara shareholders on the expected terms and schedule, including the risk that regulatory
approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the First Niagara business or fully realizing cost savings and
other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of KeyCorp’s
products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results.