Final Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of Hibernia; Election Deadline U
01 Setembro 2005 - 4:09PM
PR Newswire (US)
MCLEAN, Va., and NEW ORLEANS, Sept. 1 /PRNewswire-FirstCall/ --
Capital One Financial Corporation (NYSE:COF) and Hibernia
Corporation (NYSE:HIB) today announced the final results of
elections made by Hibernia shareholders as to the form of merger
consideration in connection with the pending acquisition of
Hibernia by Capital One. The election deadline for Hibernia
shareholders to have made merger consideration elections in
connection with the proposed merger expired at 5 p.m., New York
City time, Thursday, August 25, 2005. The election deadline has not
changed as a result of the delay announced yesterday in the
expected closing date of the merger. As a result, elections may not
be withdrawn or changed at this time. Of the 159,931,114 shares of
Hibernia common stock outstanding as of August 31, 2005: *
52,351,532 shares, or 32.7%, elected to receive cash; * 86,948,258
shares, or 54.4%, elected to receive Capital One common stock; and
* 20,631,324 shares, or 12.9%, did not make a valid election. Upon
consummation of the merger, the actual merger consideration, and
the allocation of the merger consideration, will be computed using
the formula in the merger agreement and will be based on, among
other things, the actual number of shares of Hibernia common stock
outstanding immediately prior to the closing date and the value of
Capital One common stock for the five trading days immediately
preceding the date of the effective time of the merger. The maximum
amount of cash that will be paid in the merger is fixed at
$2,382,141,311. A press release announcing the final merger
consideration will be issued after the final merger consideration
is determined. A more complete description of the merger
consideration and the proration procedures applicable to elections
is contained in the proxy statement/prospectus dated June 17, 2005,
mailed to Hibernia shareholders of record, which Hibernia
shareholders are urged to read carefully and in its entirety.
Capital One and Hibernia currently expect to complete the merger on
September 7, 2005. Based on the expected September 7, 2005 closing
date, the pricing period for purposes of determining the merger
consideration would be the five trading days immediately preceding
September 7, 2005. About Capital One Headquartered in McLean,
Virginia, Capital One Financial Corporation
(http://www.capitalone.com/) is a financial holding company whose
principal subsidiaries, Capital One Bank, Capital One, F.S.B. and
Capital One Auto Finance, Inc. offer a variety of consumer lending
products. Capital One's subsidiaries collectively had 48.9 million
accounts and $83.0 billion in managed loans outstanding as of June
30, 2005. Capital One is a Fortune 500 company and, through its
subsidiaries, is one of the largest providers of MasterCard and
Visa credit cards in the world. Capital One trades on the New York
Stock Exchange under the symbol "COF" and is included in the
S&P 500 index. About Hibernia Hibernia is on Forbes magazine's
list of the world's 2,000 largest companies and Fortune magazine's
list of America's top 1,000 companies according to annual revenue.
Hibernia has $22.1 billion in assets and 321 locations in 34
Louisiana parishes and 36 Texas counties. Hibernia Corporation's
common stock (HIB) is listed on the New York Stock Exchange. This
press release contains forward-looking statements, which involve a
number of risks and uncertainties. Capital One cautions readers
that any forward-looking information is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward- looking information as a result of
various factors including, but not limited to, the following:
changes in the amount of damage expected to be caused by Hurricane
Katrina, continued intense competition from numerous providers of
products and services which compete with Capital One's businesses;
an increase or decrease in credit losses (including increases due
to a worsening of general economic conditions); the ability of
Capital One to continue to securitize its credit cards and consumer
loans and to otherwise access the capital markets at attractive
rates and terms to capitalize and fund its operations and future
growth; financial, legal, regulatory, accounting changes or actions
that may affect investment in, or the overall performance of, a
product or business, including changes in existing law and
regulation affecting the credit card and consumer loan industry, in
particular (including federal bank examiner guidance affecting
credit card and/or subprime lending) and the financial services
industry, in general (including the ability of financial services
companies to obtain, use and share consumer data); changes in
interest rates; general economic conditions affecting consumer
income, spending and repayments which may affect consumer
bankruptcies or defaults and hence delinquencies and charge-offs;
with respect to financial and other products, changes in Capital
One's aggregate accounts or consumer loan balances and the growth
rate and composition thereof, including changes resulting from
factors such as shifting product mix, amount of actual marketing
expenses made by Capital One and attrition of accounts and loan
balances; changes in the reputation of the credit card industry
and/or Capital One with respect to practices or products; Capital
One's ability to successfully continue to diversify its assets; any
significant disruption in our operations or technology platform;
the amount of, and rate of growth in, Capital One's expenses
(including salaries and associate benefits and marketing expenses)
as Capital One's business develops or changes or as it expands into
new market areas; the ability of Capital One to build the
operational and organizational infrastructure necessary to engage
in new businesses or to expand internationally; Capital One's
ability to execute on its strategic and operational plans; any
significant disruption of, or loss of public confidence in, the
United States Mail service affecting our response rates and
consumer payments; the ability of Capital One to recruit and retain
experienced personnel to assist in the management and operations of
new products and services; the risk that the businesses of Capital
One and Hibernia will not be integrated successfully; the risk that
the cost savings and any other synergies from the transaction with
Hibernia may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; and other risk factors listed from time to time in
Capital One's SEC reports, including, but not limited to, the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
DATASOURCE: Capital One Financial Corporation CONTACT: Mike Rowen,
V.P., Investor Relations, +1-703-720-2455, or Tatiana Stead,
Director, External Communications, +1-703-720-2352, both of Capital
One Financial Corporation; or Media Inquiries: Steven Thorpe, V.P.,
Public Relations of Hibernia Corporation, +1-504-533-2753 Web site:
http://www.capitalone.com/
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