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Filed
by: Pavilion Bancorp, Inc. 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 Defiance Financial Corp.
Commission
File No.: 0-26850
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Contact:
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William
J. Small
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Chairman,
CEO & President
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First
Defiance Financial Corp.
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Phone:
(419) 782-5015
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Email:
fdef@first-fed.com
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FIRST
DEFIANCE FINANCIAL CORP. RECEIVES REGULATORY
APPROVAL
FOR PAVILION BANCORP ACQUISITION
DEFIANCE,
Ohio, (February 29, 2008) -- First Defiance Financial Corp. (Nasdaq: FDEF),
the
holding company for First Federal Bank of the Midwest, announced that First
Federal has received regulatory approval from the Office of Thrift Supervision
(OTS) to acquire the Bank of Lenawee, the wholly owned subsidiary of Pavilion
Bancorp, Inc., headquartered in Adrian, Michigan. Shareholders of Pavilion
Bancorp will vote on the pending acquisition at a special meeting of
shareholders on March 11, 2008. The transaction was announced in October, 2007
and is expected to close March 14, 2008, pending shareholder approval.
Conversion of systems will begin immediately thereafter.
The
Bank
of Lenawee offices being acquired are located in Lenawee and Hillsdale counties
in southeastern Michigan. All branches will be re-branded as First Federal
Bank.
“We
have a strong presence in northwest Ohio; this acquisition allows us to expand
farther north into the southeastern Michigan market and it adds the type of
communities that have been very responsive to our ‘Customer First’ style of
banking,” stated William J. Small, Chairman, President and CEO of First Defiance
Financial Corp.
The
Bank
of Lenawee has eight banking offices and $273.6 million in
assets. Combined, the offices had $205.2 million in deposits and
$241.4 million in loans as of December 31, 2007.
###
About
First Defiance Financial Corp.
First
Defiance Financial Corp., headquartered in Defiance, Ohio, is the holding
company for First Federal Bank of the Midwest and First Insurance &
Investments. First Federal operates 28 full service branches, and 36 ATM
locations in northwest Ohio. First Insurance & Investments is the largest
property and casualty insurance company in the Defiance, Ohio area and
specializes in life and group health insurance and financial planning. For
more
information, visit the company’s Web site at www.fdef.com.
About
Pavilion Bancorp, Inc.
Pavilion
Bancorp, Inc.is the parent corporation
of the Bank of
Lenawee, based in
Adrian,
Michigan.
Chartered in 1869, the Bank of Lenawee
is an independent, community bank that provides a broad range of financial
services through a network of eight branch offices and nine ATMs located in
Lenawee and Hillsdale countiesin Michigan.
The bank also offers mortgage
products provided by Pavilion
Mortgage Company, a
subsidiary of the Bank of Lenawee. For more information, visit the
company’s
website at www.pavilionbancorp.com.
Safe HarborStatement
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.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First
Defiance filed with the SEC (i) a Registration Statement on Form S-4 on December
12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone (419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First
Defiance, Pavilion and their respective directors and executive officers may
be
deemed to be participants in the solicitation of proxies to approve the
Merger. Additional information about the directors and executive
officers of First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance with the SEC on March 20,
2007. Additional information about the directors and executive
officers of Pavilion may be obtained through the SEC’s website from the
definitive proxy statement filed by Pavilion with the SEC on March 20,
2007. Additional information about participants in the proxy
solicitation and their interests in the transaction is contained in the joint
prospectus/proxy statement filed with the SEC.