Filed by First Niagara Financial Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Harleysville National Corporation
Commission File No. 0-15237
On
December 8, 2009, First Niagara Financial Group, Inc. posted
the following letter from John R. Koelmel, President and Chief
Executive Officer of First Niagara, on the Harleysville National
Bank and Trust Company Employee Website, as well as the presentation that
follows this letter.
HNBC-EMPLOYEE WEB SITE
MESSAGE UPDATED DECEMBER 2009
Message from John R. Koelmel, President and CEO
December 2009
Were making great progress toward completing the conversion and integration of First Niagara and
Harleysville in the first quarter of 2010, and we cant wait to have you officially join our team.
We continue to work closely with your Executive Leadership Team to make the best decisions when it
comes to our combined companies for the long term, while allowing the shareholder and regulatory
approval processes to run their course.
Last month, First Niagara reported third quarter results, highlighting the continued strength,
stability and profitability of our business, and illustrating how were using our capital position
to drive profitable growth in established Upstate New York markets as well as jump starting our
efforts in Western Pennsylvania. The real key to that success, as weve learned through our seven
whole-bank acquisitions, is the skills and judgment of the people who live and work in the
communities we join. Thats why underwriting and other critical decisions are made at a local
level at First Niagara. Its also why we establish Regional Market Centers, as we plan to do in
Southeastern Pennsylvania. Your family, friends and neighbors are First Niagaras future
customers, so youre the key to our success in Southeastern Pennsylvania and the Lehigh Valley.
I know that by combining our teams we will be the clear winner in banking and financial services in
your communities, consistent with our objective in every market where First Niagara does business
today.
Thank you for all of the good work you do each and every day. For an integration update, click
here LINK TO UPDATE and if you have any additional integration related questions, just
e-mail (left intentionally blank).
<JRK SIGNATURE IMAGE>
John R. Koelmel
President and CEO
Shareholder Information-
First Niagara will file a registration statement, including a
prospectus that will also serve as the proxy statement for the vote of the stockholders of
Harleysville National Corporation, and other relevant documents concerning the proposed merger
between First Niagara and Harleysville with the Securities and Exchange Commission (the SEC).
Shareholders are urged to read the registration statement and the proxy statement/prospectus 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. You will be
able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing
information about First Niagara and Harleysville, at the SECs Internet site (
http://www.sec.gov
).
Copies of the proxy statement/prospectus also can be obtained, when available and without charge,
by directing a request to First Niagara Financial Group, Inc., Attention: Anthony M. Alessi,
Investor Relations, 6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514, (716)
625-7692 , or to Harleysville National Corporation, 483 Main Street, Harleysville, Pennsylvania
19438, Attention: Noel Devine (215) 256-8851 ext 61703.
First Niagara, Harleysville and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of Harleysville in connection
with the acquisition. Information about the directors and executive officers of Harleysville and
their ownership of Harleysville common stock is set forth in Harleysvilles most recent proxy
statement as filed with the SEC, which is available at the SECs Internet site (
http://www.sec.gov
)
and at Harleysvilles address in the preceding paragraph. Information about the directors and
executive officers of First Niagara is set forth in First Niagaras most recent proxy statement filed with the SEC and available at the SECs Internet site and from First Niagara at the
address set forth in the preceding paragraph.
Additional information regarding the interests of these participants may be obtained by reading the
joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
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