Capital One and Hibernia Corporation Announce Update on Election Procedure for Merger
09 September 2005 - 10:45AM
PR Newswire (US)
MCLEAN, Va. and NEW ORLEANS, Sept. 8 /PRNewswire-FirstCall/ --
Capital One Financial Corporation (NYSE:COF) and Hibernia
Corporation (NYSE:HIB) today announced information on procedures
for Hibernia shareholders who have made elections as to their
preferred form of merger consideration in Capital One's planned
acquisition of Hibernia. In light of the revised terms of the
merger, Capital One and Hibernia have determined to cancel all
elections previously made by Hibernia shareholders. The exchange
agent for the transaction, Computershare Shareholder Services,
Inc., will promptly return all shares previously tendered in
elections to those Hibernia shareholders of record. For any
Hibernia shareholder currently holding Hibernia shares in
certificated form, the shares will be returned to the shareholder
via an account in that shareholder's name in book-entry form on the
records of Hibernia's transfer agent, Mellon Investor Services. Any
restrictions or legends currently reflected on the share
certificate will be indicated on the book-entry account. A Hibernia
shareholder may request a physical share certificate, or direct any
questions or requests for changes to his or her account, by
contacting Mellon Investor Services at 1-800-814-0305. New election
forms will be mailed to all Hibernia shareholders of record, based
on a record date to be determined as soon as practicable,
contemporaneously with the revised proxy statement/prospectus that
will be mailed to Hibernia shareholders of record in connection
with the Hibernia shareholder meeting to be held to approve the
revised transaction. After these forms are mailed, Hibernia
shareholders will be able to make new elections until the business
day prior to the Hibernia shareholder meeting. Any Hibernia
registered shareholders who have been displaced by Hurricane
Katrina may contact Hibernia by email at if they wish to provide
Hibernia with a new mailing address. This will assist Hibernia in
ensuring that those shareholders receive the new election forms and
the revised proxy statement/prospectus. Hibernia shareholders who
hold their shares in "street name" or through the Hibernia
Corporation Employee Stock Ownership Plan (ESOP) or the Hibernia
Corporation Retirement Security Plan (RSP) may have an election
deadline earlier than the business day prior to the Hibernia
shareholder meeting. They should carefully review any materials
they receive from their broker or the plan fiduciary to determine
the election deadline applicable to them. A more complete
description of the merger consideration and the proration
procedures applicable to elections will be contained in a revised
proxy statement/prospectus that will be mailed to Hibernia
shareholders of record. Hibernia shareholders are urged to read
such revised proxy statement/prospectus when it becomes available
carefully and in its entirety. During the new election period,
under the terms of the amendment to the merger agreement, for each
Hibernia share, Hibernia shareholders will have the right, subject
to proration, to elect to receive cash or Capital One common stock,
in either case having a value per Hibernia share equal to $13.95
plus the value of 0.2055 Capital One shares (based on the average
of the closing prices on the New York Stock Exchange for Capital
One common stock during the five trading days ending the day before
the completion of the merger). The transaction is subject to the
satisfaction of customary closing conditions, including Hibernia
shareholder approval of the revised terms, and is expected to close
in the fourth quarter of 2005. Also, in response to a number of
inquiries, the companies note that payments of future Hibernia
dividends are governed by the terms of the original merger
agreement dated as of March 6, 2005. Under those terms, Hibernia
may declare and pay regular quarterly dividends at a rate that does
not exceed $0.20 per share with record and payment dates consistent
with the prior year. Hibernia may also pay a pro rata dividend
under certain circumstances depending upon the closing date of the
merger. These terms are described in the definitive proxy statement
on Schedule 14A filed by Hibernia on June 17, 2005. Declaration of
dividends is at the discretion of the Hibernia board of directors.
Additional Information About this Transaction In connection with
the proposed merger, Capital One will file with the SEC a
post-effective amendment to its Registration Statement on Form S-4
that will include a new proxy statement of Hibernia that also
constitutes a prospectus of Capital One. Hibernia will mail the
proxy statement/prospectus to its stockholders. Investors and
security holders are urged to read the proxy statement/prospectus
regarding the proposed merger when it becomes available, because it
will contain important information. You may obtain a free copy of
the proxy statement/prospectus (when available) and other related
documents filed by Capital One and Hibernia with the SEC at the
SEC's website at http://www.sec.gov/. The proxy
statement/prospectus (when available) and the other documents also
may be obtained for free by accessing Capital One's website at
http://www.capitalone.com/ under the tab "Investors" and then under
the heading "SEC & Regulatory Filings" or by accessing the SEC
homepage at http://www.sec.gov/. Capital One, Hibernia and their
respective directors, executive officers and certain other members
of management and employees may be soliciting proxies from Hibernia
stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Hibernia stockholders in
connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find
information about Capital One's executive officers and directors in
its definitive proxy statement filed with the SEC on March 21,
2005. You can find information about Hibernia's executive officers
and directors in its definitive proxy statement filed with the SEC
on March 15, 2005. You can obtain free copies of these documents
from Capital One and Hibernia using the contact information above.
Forward-looking statements Information in this press release
contains forward-looking statements, which involve a number of
risks and uncertainties. Capital One and Hibernia caution readers
that any forward-looking information is not a guarantee of future
performance and the actual results could differ materially from
those contained in the forward-looking information. Among the
factors that could cause actual results to differ materially are
the following: the impact of property, credit and other losses
expected as the result of Hurricane Katrina; the amount of
government, private and philanthropic investment, including
deposits, in the geographic regions impacted by Hurricane Katrina;
the pace and magnitude of economic recovery in the region impacted
by Hurricane Katrina; the potential impact of damages from future
hurricanes and other storms; the failure of Hibernia stockholders
to approve the transaction; continued intense competition from
numerous providers of products and services which compete with
Capital One's or Hibernia's businesses; an increase or decrease in
credit losses (including increases due to a worsening of general
economic conditions); financial, legal, regulatory or accounting
changes or actions; changes in interest rates; general economic
conditions affecting consumer income, spending, repayments and
savings; the amount of, and rate of growth in, Capital One's and
Hibernia's expenses (including salaries and associate benefits and
marketing expenses); Capital One's and Hibernia's ability to
execute on their respective strategic and operational plans; the
ability of Capital One and Hibernia to recruit and retain
experienced personnel to assist in the management and operations;
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 and
Hibernia's SEC reports, including, but not limited to, the
Quarterly Reports on Form 10-Q for the quarter ended June 30, 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. As of June 30, 2005, Capital
One's subsidiaries collectively had 48.9 million accounts and $83.0
billion in managed loans outstanding. 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. As of June 30, 2005, Hibernia had
$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. DATASOURCE: Capital One
Financial Corporation; Hibernia Corporation CONTACT: Investors:
Mike Rowen, +1-703-720-2455; or Media: Tatiana Stead
+1-703-720-2352, both of Capital One Financial Corporation; or
Investors: Trisha Voltz, ; or Media: Steven Thorpe, , both of
Hibernia Corporation Web site: http://www.capitalone.com/
http://www.sec.gov/
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