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:
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
(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.
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
CONTACT:
Mike Rowen, V.P., Investor Relations, +1-703-720-2456
or
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: http://www.capitalone.com