Commission File Number: 000-10849
[National City Logo] Subject Company: Allegiant Bancorp, Inc.
Filed by Allegiant Bancorp, Inc. pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 of the Securities Exchange Act of 1934.
NATIONAL CITY CORPORATION
NEWS RELEASE 1900 E. 9th St.
For Immediate Release Cleveland, OH 44114-3484
Contacts:
Amber Garwood Betsy Figgie
Media Relations Investor Relations
216-222-8202 216-222-9849
Amber.Garwood@NationalCity.com Betsy.Figgie@NationalCity.com
NATIONAL CITY EXPANDS INTO ST. LOUIS
ACQUIRING ALLEGIANT BANCORP ADDS NEW MARKET, OFFERS GROWTH OPPORTUNITIES
ST. LOUIS, MO--November 20, 2003-- National City Corporation (NYSE: NCC)
today announced plans to enter the St. Louis market as part of its strategy
for growth.
The company has signed a definitive agreement to acquire Allegiant Bancorp,
Inc. (NASDAQ: ALLE), a $2.5 billion asset bank holding company headquartered
in St. Louis, Missouri, that operates a 37-branch network in the
metropolitan area.
"We're confident that the combination of our two great companies will enable
us to become a premier banking force in St. Louis," said David A. Daberko,
chairman and chief executive officer of National City. "Allegiant's strong
leadership team and dedicated employees have established a solid foundation
of positive customer relationships on which to build. The acquisition brings
tremendous benefits to Allegiant customers." National City expects to
achieve substantial revenue growth by expanding Allegiant's delivery systems
and the breadth of its product offerings.
Mr. Daberko added, "Allegiant is a well-established, fast-growing company
with particular strengths in commercial banking. Adding the St. Louis market
to our customer base represents a logical and attractive expansion into
territory that is culturally and demographically similar to our existing
markets. It also allows National City to follow our growth strategy by
further increasing our services throughout the Midwest."
Shaun R. Hayes, president and chief executive officer of Allegiant Bancorp,
will continue to provide leadership through a new role as president of the
Missouri bank for National City. "We are delighted to join forces with
National City, a company that shares our strong commitment to its customers,
employees and stockholders," said Mr. Hayes. "Partnering with National City
will
provide our retail and business customers with an enhanced array of
products, and will enable us to continue to deliver outstanding service."
-more-
Mr. Daberko underscored the commitment of National City to the employees and
customers of Allegiant and to the metropolitan St. Louis community. National
City will establish a charitable fund of $3 million to benefit Allegiant's
communities. The fund will be administered locally under Mr. Hayes'
direction.
Under the terms of the agreement, Allegiant shareholders will receive either
0.833 share of National City common stock in a tax-free exchange or $27.25
in cash, for each share of Allegiant common stock. Based on the recent
market price for National City common stock, the transaction has a total
indicated value of approximately $475 million. Subject to regulatory and
stockholder approvals, the transaction is expected to close in the first
quarter of 2004.
In connection with the proposed transaction, a registration statement on
Form S-4 will be filed with the SEC. Shareholders of Allegiant are
encouraged to read the registration statement, including the final proxy
statement prospectus that will be part of the registration statement,
because it will contain important information about the proposed merger.
This document contains forward-looking statements. Forward-looking
statements provide current expectations or forecasts of future events and
are not guarantees of future performance, nor should they be relied upon as
representing management's views as of any subsequent date. The
forward-looking statements are based on management's expectations and are
subject to a number of risks and uncertainties. Although management believes
that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from those expressed or
implied in such statements. Risks and uncertainties that could cause actual
results to differ materially include, without limitation, the Corporation's
ability to effectively execute its business plans; changes in general
economic and financial market conditions; changes in interest rates; changes
in the competitive environment; continuing consolidation in the financial
services industry; new litigation or changes in existing litigation; losses,
customer bankruptcy, claims and assessments; changes in banking regulations
or other regulatory or legislative requirements affecting the Corporation's
business; and changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board or other regulatory
agencies. Additional information concerning factors that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements is available in the Corporation's annual report
on Form 10-K for the year ended December 31, 2002, and subsequent filings
with the United States Securities and Exchange Commission (SEC). Copies of
these filings are available at no cost on the SEC's Web site at www.sec.gov
or on the Corporation's Web site at www.nationalcity.com. Management may
elect to update forward-looking statements at some future point; however, it
specifically disclaims any obligation to do so.
ABOUT NATIONAL CITY
National City Corporation (NYSE: NCC), headquartered in Cleveland, Ohio, is
one of the nation's largest financial holding companies. The company
operates through an extensive distribution network in Ohio, Illinois,
Indiana, Kentucky, Michigan and Pennsylvania, and also serves customers in
selected markets nationally. Its primary businesses include commercial and
retail banking, consumer finance, asset management, mortgage financing and
servicing, and payment processing. For more information about National City
Corporation, visit the company's Web site at NationalCity.com.
ABOUT ALLEGIANT BANCORP, INC.
Allegiant is the largest publicly-held bank holding company headquartered in
the St. Louis, Missouri, metropolitan area and is the parent company of
Allegiant Bank. Allegiant focuses on providing banking services to small to
mid-sized businesses and individuals by offering a full range of banking
services, including mortgage banking, private banking, brokerage services,
insurance products and wealth management and other fiduciary services in
addition to traditional retail and commercial loan and deposit products.
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