Preliminary Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of Hibernia
15 November 2005 - 12:30AM
PR Newswire (US)
MCLEAN, Va. and NEW ORLEANS, Nov. 14 /PRNewswire-FirstCall/ --
Capital One Financial Corporation (NYSE:COF) and Hibernia
Corporation (NYSE:HIB) today announced the preliminary results of
new elections made by Hibernia shareholders as to the form of
merger consideration to be received in the pending acquisition of
Hibernia by Capital One. Of the 159,966,895 shares of Hibernia
common stock outstanding as of November 11, 2005: * 30,186,453
shares, or 18.9%, elected to receive cash; * 108,802,647 shares, or
68.0%, elected to receive Capital One common stock; and *
20,977,795 shares, or 13.1%, did not make a valid election. The
elections with respect to approximately 4,772,471 of the foregoing
shares electing to receive cash and approximately 23,117,659 of the
foregoing shares electing to receive stock were made pursuant to
the notice of guaranteed delivery procedure, which requires the
delivery of Hibernia shares to the exchange agent for the merger by
5:00 p.m., New York City time, on November 16, 2005. If the
exchange agent does not receive the required share certificates or
book-entry transfer of shares by this guaranteed delivery deadline,
the Hibernia shares subject to such election will be treated as
shares that did not make a valid election. The actual merger
consideration, and the allocation of the merger consideration, will
be computed using the formula in the amended 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, the final results of the election process, 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 $2,231,039,040. 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 revised proxy statement/prospectus dated
September 27, 2005, mailed to Hibernia shareholders of record,
which Hibernia shareholders are urged to read carefully and in its
entirety. Capital One and Hibernia expect to complete the merger on
November 16, 2005. The proposed merger remains subject to the
continued effectiveness of all regulatory approvals. 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 49.2 million accounts and $84.8 billion in managed loans
outstanding as of September 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 $23.2 billion in assets
and 328 locations in 34 Louisiana parishes and 36 Texas counties.
Hibernia Corporation's common stock (HIB) is listed on the New York
Stock Exchange. Capital One and Hibernia caution that certain
statements in this release are forward-looking statements and
actual results could differ materially from current expectations
due to a number of factors, including: continued intense
competition from numerous providers of products and services which
compete with each company's businesses; changes in each company's
aggregate accounts and balances, and the growth rate and
composition thereof; each company's ability to continue to
diversify its assets; each company's ability to access the capital
markets at attractive rates and terms to fund its operations and
future growth; changes in the reputation of the credit card
industry and/or each company with respect to practices or products;
the success of each company's marketing efforts; each company's
ability to execute on its strategic and operating plans; and
general economic conditions affecting interest rates and consumer
income and spending, which may affect consumer bankruptcies,
defaults, and charge-offs; the failure of Hibernia stockholders to
approve the Capital One -- Hibernia transaction; the risk that the
Hibernia businesses will not be integrated successfully; the risk
that the cost savings and any other synergies from the Hibernia
transaction may not be fully realized or may take longer to realize
than expected; disruption from the Hibernia transaction making it
more difficult to maintain relationships with customers, employees
or suppliers; the impact of property, credit and other losses
expected as the result of the Gulf Coast Hurricanes; the amount of
government, private and philanthropic investment, including
deposits, in the geographic regions impacted by the Gulf Coast
Hurricanes; the pace and magnitude of economic recovery in the
region impacted by the Gulf Coast Hurricanes; and the potential
impact of damages from future hurricanes and other storms. Capital
One and Hibernia undertake no obligation to update or revise
forward-looking statements to reflect subsequent circumstances,
events or information or for any other reason. DATASOURCE: Capital
One Financial Corporation; Hibernia 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, +1-713-435-5340, , or Analyst Inquiries: Trisha
Voltz Carlson, S.V.P., Investor Relations, +1-504-533-2180, , both
of Hibernia Corporation Web site: http://www.capitalone.com/
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