CHARLOTTE, N.C., Oct. 3 /PRNewswire-FirstCall/ -- Wells Fargo (NYSE:
WFC) last night presented Wachovia with a signed and Board-approved offer
to purchase Wachovia Corporation as an intact company and without
government assistance in a stock-for-stock merger transaction. Under the
Wells Fargo proposal, each share of Wachovia common stock will be exchanged
for 0.1991 shares of Wells Fargo common stock, representing a value of $7
per share, based on Wells Fargo's closing stock price on Oct. 2, 2008.
Prior to receiving this proposal, Wachovia had been negotiating with
Citigroup to complete a transaction supervised by the FDIC that included
assistance from the government. Wachovia's Board approved Wells Fargo's
offer last night.
"We at Wachovia have great admiration and respect for the people and
businesses at Wells Fargo and we are extremely pleased to join forces with
this outstanding company," said Robert K. Steel, President and CEO of
Wachovia Corp. "Today's announcement creates one of the strongest financial
firms in the world and is great for all Wachovia constituencies: our
shareholders, customers, colleagues and communities. This deal enables us
to keep Wachovia intact and preserve the value of an integrated company,
without government support. The market presence and composition of our
businesses, along with our service-oriented cultures, are extraordinarily
complementary and this combination creates great potential for sustained
stability and growth."
Wells Fargo and Wachovia will have the largest deposit base in the
country, creating a coast-to-coast banking franchise for consumers. In
addition, Wachovia will combine with the only AAA-rated financial
institution in the United States. Additional details on the transaction are
included in the press release issued by Wells Fargo.
About Wachovia
Wachovia Corporation (NYSE: WB) is one of the nation's largest
diversified financial services companies, with assets of $812.4 billion and
market capitalization of $33.5 billion at June 30, 2008. Wachovia provides
a broad range of retail banking and brokerage, asset and wealth management,
and corporate and investment banking products and services to customers
through 3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail brokerage,
mortgage lending and auto finance businesses. Globally, clients are served
in selected corporate and institutional sectors and through more than 40
international offices. Our retail brokerage operations under the Wachovia
Securities brand name manage more than $1.1 trillion in client assets
through 14,600 financial advisors in 1,500 offices nationwide. Online
banking is available at wachovia.com; online brokerage products and
services at wachoviasec.com; and investment products and services at
evergreeninvestments.com.
Additional Information About the Proposed Merger
The proposed Merger will be submitted to Wachovia's shareholders for
their consideration. Wells Fargo will file a registration statement with
the SEC, which will include a proxy statement/prospectus, and each of
Wachovia and Wells Fargo may file other relevant documents concerning the
proposed Merger. Shareholders and other investors are urged to read the
registration statement and the proxy statement/prospectus when they become
available, as well as any other relevant documents concerning the proposed
Merger filed with the SEC (and any amendments or supplements to those
documents), because they will contain important information. You will be
able to obtain a free copy of the registration statement and the proxy
statement/prospectus, as well as other filings containing information about
Wachovia and Wells Fargo, at the SEC's website (http://www.sec.gov) and at
the companies' respective websites, wachovia.com and wellsfargo.com. Copies
of the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, free of charge, by directing a request to Wachovia Corporation,
Investor Relations, One Wachovia Center, Charlotte, NC 28288-0206, (704)
383-0798; or to Wells Fargo & Company, Corporate Secretary, MAC N9305-173,
Sixth and Marquette, Minneapolis, Minnesota 55479, (612) 667-0087.
Wachovia and Wells Fargo and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the shareholders of Wachovia in connection with the proposed Merger.
Information about the directors and executive officers of Wachovia is set
forth in the proxy statement for Wachovia's 2008 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 10, 2008.
Information about the directors and executive officers of Wells Fargo is
set forth in the proxy statement for Wells Fargo's 2008 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 17, 2008.
Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger may be obtained
by reading the proxy statement/prospectus regarding the proposed Merger
when it becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
SOURCE Wachovia Corporation
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Related links:
http://www.wachovia.com
http://www.wellsfargo.com
http://www.prnewswire.com/comp/314125.html /
CONTACT:
Media Contacts: Christy Phillips-Brown,
+1-704-383-8178, or Mary Eshet, +1-704-383-7777; Investor
Contacts: Alice Lehman, +1-704-374-4139 or Ellen Taylor,
+1-212-214-1904, all of Wachovia Corporation
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