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Preliminary Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of Hibernia

August 26, 2005 at 8:31 AM EDT

MCLEAN, Va. and NEW ORLEANS, Aug. 26 /PRNewswire-FirstCall/ -- Capital One Financial Corporation (NYSE: COF) and Hibernia Corporation (NYSE: HIB) today announced the preliminary results of 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 159,931,114 shares of Hibernia common stock outstanding as of August 25, 2005:

  • 52,518,719 shares, or 32.8%, elected to receive cash;
  • 86,962,692 shares, or 54.4%, elected to receive Capital One common stock; and
  • 20,449,703 shares, or 12.8%, did not make a valid election.

    The elections with respect to approximately 15,974,342 of the foregoing shares electing to receive cash and approximately 19,082,116 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 August 30, 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 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 $2,382,141,311. 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 expect to complete the merger on September 1, 2005. The proposed merger remains subject to the expiration of all regulatory waiting periods and the fulfillment of other closing conditions.

    About Capital One

    Headquartered in McLean, Virginia, Capital One Financial Corporation ( 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.

    Statements in this news release that are not historical facts should be considered forward-looking statements with respect to Hibernia or Capital One. Forward-looking statements of this type speak only as of the date of this report. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors, including, but not limited to, unforeseen local, regional, national or global events, economic conditions, asset quality, interest rates, loan demand, changes in business or consumer spending, borrowing or savings habits, deposit growth, adequacy of the reserve for loan losses, competition, stock price volatility, government monetary policy, anticipated expense levels, changes in laws and regulations, the level of success of the company's asset/liability management strategies as well as its marketing, product development, sales and other strategies, the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and other accounting standard setters, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, matters related to the proposed transaction between Capital One Financial Corporation and Hibernia (including, among others, risks related to integration issues and cost and revenue synergies) and changes in the assumptions used in making the forward- looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements. 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.

    SOURCE Capital One Financial Corporation

    Mike Rowen, V.P., Investor Relations, +1-703-720-2456
    Tatiana Stead, Director, External Communications, +1-703-720-2352
    both of Capital One
    or Media Inquiries:
    Steven Thorpe, V.P., Public Relations, +1-504-533-2753
    or Analyst Inquiries:
    Trisha Voltz Carlson, S.V.P., Investor Relations, +1-504-533-5179
    both of Hibernia
    Web site: