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|Bank Regulator Approves Washington Mutual's Acquisition of Providian; Transaction Scheduled to Close Oct. 1|
SEATTLE--(BUSINESS WIRE)--Aug. 24, 2005--Washington Mutual, Inc. (NYSE:WM) today announced that the Office of Thrift Supervision (OTS) has approved the company's acquisition of Providian National Bank by the company's primary operating subsidiary Washington Mutual Bank.
Providian Financial Corporation (NYSE:PVN) is holding a special shareholders' meeting on August 31 to vote on the transaction. Assuming Providian receives shareholder approval at that meeting, the transaction should close on October 1, 2005.
"This timely regulatory approval moves us another step closer to completing the Providian acquisition," said Kerry Killinger, Washington Mutual chairman and chief executive officer. "The transaction is expected to be completed in time for Providian shareholders to be eligible to receive the next Washington Mutual quarterly cash dividend, as declared by our Board."
Based on Washington Mutual's Board's past practice, this cash dividend would be expected to have a record date around the end of October 2005.
Killinger added: "We continue to be very pleased with our ongoing integration planning efforts and look forward to having Providian join the Washington Mutual family."
About Washington Mutual
With a history dating back to 1889, Washington Mutual is a retailer of financial services that provides a diversified line of products and services to consumers and commercial clients. At June 30, 2005, Washington Mutual and its subsidiaries had assets of $323.53 billion. Washington Mutual currently operates more than 2,400 retail banking, mortgage lending, commercial banking and financial services offices throughout the nation. Washington Mutual's press releases are available at www.wamunewsroom.com.
In connection with the proposed transaction, Washington Mutual has filed a registration statement on Form S-4 with the SEC containing the definitive proxy statement/prospectus for the shareholders of Providian. Investors are urged to read the definitive proxy statement/prospectus regarding the proposed transaction because it contains important information. The registration statement containing the definitive proxy statement/prospectus and other documents are available free of charge at the SEC's Internet site (http://www.sec.gov). The definitive proxy statement/prospectus and the other documents may also be obtained for free by accessing Washington Mutual's website at www.wamu.com under the tab "About WaMu" and then under the heading "Investor Relations" or by accessing Providian's website at www.providian.com under the tab "About Providian" and then under the heading "Investor Relations." Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed transaction is included in the definitive proxy statement/prospectus.
Statements contained in this press release which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the timing of Providian shareholder approval and the completion of the merger between Washington Mutual and Providian, the integration processes, the likelihood or timing of the payment of a cash dividend by Washington Mutual, and other statements identified by words such as "expects" or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Washington Mutual's and Providian's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Washington Mutual and Providian. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Washington Mutual and Providian may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) the stockholders of Providian may fail to approve the merger; (5) adverse governmental or regulatory policies may be enacted; (6) competition from other financial services companies in Washington Mutual's and Providian's markets could adversely affect each company's operating results and business plans, including plans to expand Providian's card originations through Washington Mutual's branches and other channels; and (7) general business and economic conditions, including movements in interest rates, which could adversely affect credit quality and loan originations and the costs or availability of funding. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Washington Mutual and Providian filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov). Neither Washington Mutual nor Providian undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.
CONTACT: Washington Mutual Media Contact: Alan Gulick, 206-377-3637 firstname.lastname@example.org or Investor Relations Contact: Alan Magleby, 212-326-6019 email@example.com SOURCE: Washington Mutual