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elections may not be withdrawn or changed at this time.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
stock; and
- 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.
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.
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