Final Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of Hibernia; Election Deadline Unchanged
MCLEAN, Va., and NEW ORLEANS, Sept 01, 2005 /PRNewswire-FirstCall via COMTEX/ -- 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 As a result, elections may not be withdrawn or changed at this time.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
- 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.
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.
SOURCE Capital One Financial Corporation
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