Preliminary Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of North Fork
2006年11月28日 - 10:25PM
PRニュース・ワイアー (英語)
MCLEAN, Va., and MELVILLE, N.Y., Nov. 28 /PRNewswire-FirstCall/ --
Capital One Financial Corporation (NYSE:COF) and North Fork
Bancorporation, Inc. (NYSE:NFB) today announced the preliminary
results of elections made by North Fork stockholders regarding
their preferences as to the form of merger consideration they will
receive in the pending acquisition of North Fork by Capital One.
The election deadline for North Fork stockholders to have made
merger consideration elections in connection with the proposed
merger expired at 5 p.m., New York City time, on November 27, 2006.
Of the 466,336,770 shares of North Fork common stock outstanding as
of November 27, 2006: -- 125,536,221 shares, or 26.9%, elected to
receive cash; -- 278,987,204 shares, or 59.8%, elected to receive
Capital One common stock; and -- 61,813,345 shares, or 13.3%, did
not make a valid election. The elections with respect to
approximately 19,358,544 of the foregoing shares electing to
receive cash and approximately 27,367,448 of the foregoing shares
electing to receive stock were made pursuant to the notice of
guaranteed delivery procedure, which requires the delivery of North
Fork shares to the exchange agent for the merger by 5:00 p.m., New
York City time, on November 30, 2006. If the exchange agent does
not receive the required share certificates or book-entry transfer
of shares by this guaranteed delivery deadline, the North Fork
shares subject to such election will be treated as shares that did
not make a valid election. After the final results of the election
process are determined, 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 North Fork 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 aggregate amount of cash that
will be paid in the merger is fixed at $5.2 billion. 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 joint proxy
statement/prospectus dated July 11, 2006, mailed to North Fork
stockholders of record on or about July 14, 2006. North Fork
stockholders are urged to read the joint proxy statement/prospectus
carefully and in its entirety. Copies of the joint proxy
statement/prospectus may be obtained for free by following the
instructions below under "Additional Information About the Capital
One - North Fork Transaction." Capital One and North Fork expect to
complete the merger on December 1, 2006. The proposed merger
remains subject to the satisfaction of certain conditions contained
in the merger agreement. About Capital One Headquartered in McLean,
Virginia, Capital One Financial Corporation
(http://www.capitalone.com/) is a financial holding company, with
more than 342 locations in Texas and Louisiana. Its principal
subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One
Auto Finance, Inc., and Capital One, N.A., offer a broad spectrum
of financial products and services to consumers, small businesses
and commercial clients. Capital One's subsidiaries collectively had
$47.6 billion in deposits and $112.2 billion in managed loans
outstanding as of September 30, 2006. Capital One, a Fortune 500
company, trades on the New York Stock Exchange under the symbol
"COF" and is included in the S&P 500 index. About North Fork
North Fork Bancorporation, Inc. is a regional bank holding company
headquartered in New York with approximately $59 billion in assets
conducting commercial and retail banking from more than 351 branch
locations in the Tri- State area, with a complementary national
mortgage banking business. Additional Information About the Capital
One - North Fork Transaction North Fork stockholders are urged to
read the joint proxy statement/prospectus regarding the proposed
merger of Capital One and North Fork, which was first mailed to
North Fork stockholders on or about July 14, 2006, because it
contains important information. They may obtain a free copy of the
joint proxy statement/prospectus and other related documents filed
by Capital One and North Fork with the Securities and Exchange
Commission (SEC) at the SEC's Web site at http://www.sec.gov/. The
joint proxy statement/prospectus and the other documents also may
be obtained for free by accessing Capital One's Web site at
http://www.capitalone.com/ under the tab "Investors" and then under
the heading "SEC & Regulatory Filings" or by accessing North
Fork's Web site at http://www.northforkbank.com/ under the tab
"Investor Relations" and then under the heading "SEC Filings."
Forward-looking Statements Statements in this news release that are
not historical facts should be considered forward-looking
statements with respect to Capital One or North Fork.
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 and North Fork (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
North Fork undertake no obligation to update or revise
forward-looking statements to reflect subsequent circumstances,
events or information or for any other reason. DATASOURCE: Capital
One Financial Corporation; North Fork Bancorporation, Inc. CONTACT:
Investors, Mike Rowen, +1-703-720-2455, or Media, Julie Rakes,
+1-804-284-5800, both of Capital One; or Investors, Daniel M. Healy
of North Fork, +1-631-531-2058 Web site: http://www.capitalone.com/
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