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
Dear
Valued Customer:
As
you
may have heard, we recently announced the signing of an agreement to sell
Pavilion Bancorp, Inc. and the Bank of Lenawee to First Defiance Financial
Corporation, which is based in Defiance Ohio. I would like to give
you information about the transaction and explain why I am personally very
excited about this agreement. I strongly believe that it will be a positive
development in our banking relationship with you.
It’s
important to note that this transaction is subject to all of the customary
regulatory and shareholder approvals before it is finalized. We
estimate the transaction will be closed on a Friday in March
2008. When the bank opens its doors on the following Monday, we will
be known as First Federal Bank of the Midwest, the banking subsidiary of First
Defiance Financial Corp.
First
Defiance has successfully acquired several banks and transitioned them into
the
First Federal Bank network. They are concerned about our customers and will
take
great care to ensure the transition creates very little disruption for
you.
How
will
you benefit from this transaction? First of all, you’ll have access
to more products and services. First Federal Bank has a trust
division that provides trust and wealth management services, which is something
that we have not had in the past. They also provide a full range of
insurance products and services, which may be of benefit to you.
Second,
as a bank that is almost $2 billion in assets, First Federal can offer larger
and more types of loans. And, as is their tradition, they will
continue to invest in the great communities in which you and I work, live and
play.
Finally,
they have numerous ties to this community. Bill Small, Chairman,
President and CEO of First Defiance Financial Corporation, and his wife Kathy,
are both graduates of Siena Heights University. Bill has a sister who
lives in Lenawee County, and another sister who is a former Adrian Dominican.
Jeff Vereecke, who is the President of the Northern market of First Federal
Bank, (which will include Lenawee and Hillsdale Counties), is a graduate of
Morenci High School and was recently recognized as a Distinguished Alumni of
Morenci High School. Jeff and his family will be relocating to
Lenawee County in the near future.
For
all
of these reasons, I am confident that the relationship you have with the bank
will continue to flourish and deepen. You will see many of the same
familiar faces and you will benefit from the new products and services and
the
continued strong focus on local decision making and community
banking.
Please
feel free to call me at any time with any questions you may have. My
office phone number is 517-266-5000.
I
look
forward to hearing from you and I thank you for your relationship and your
business.
Sincerely,
Richard
J. DeVries
President
and CEO, Bank of Lenawee
This
communication shall not constitute an offer to sell or the solicitation of
and
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 will be filing a Registration Statement on Form S-4 concerning the
acquisition of Pavilion Bancorp, Inc. (the “Merger”) with the SEC, which will
include the joint prospectus/proxy statement that will be mailed to Pavilion’s
shareholders. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge, when filed, at the SEC’s website, www.sec.gov.
In addition, documents filed with the SEC by First Defiance will be
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 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 will be contained in the
joint prospectus/proxy statement to be filed with the SEC.