CHARLOTTE, N.C., Oct. 10 /PRNewswire-FirstCall/ -- As announced on
October 3, 2008, Wachovia Corporation (NYSE: WB) intends to issue shares of
preferred stock pursuant to the merger agreement and share exchange
agreement entered into by Wachovia with Wells Fargo & Company on October 3,
2008. The transaction would normally require approval of shareholders
according to the Shareholder Approval Policy of the New York Stock
Exchange. The Audit Committee of the Board of Directors of Wachovia
determined that the delay necessary in securing shareholder approval for
the consummation of the stock issuance would seriously jeopardize the
financial viability of Wachovia. In reaching this conclusion, the Audit
Committee considered various factors, including factors specific to
Wachovia, the extraordinary and highly uncertain economic, financial and
political environment and the experience of other financial institutions.
Because of that determination, the Audit Committee, pursuant to an
exception provided in the NYSE's shareholder approval policy for such a
situation, expressly approved Wachovia's omission to seek the shareholder
approval that would otherwise have been required under that policy. The
NYSE has accepted Wachovia's application of the exception.
Wachovia, in reliance on the exception, is mailing to all shareholders
a letter notifying them of its intention to issue the shares without
seeking their approval. Ten days after such notice is mailed, and upon
receipt of all required regulatory approvals, Wachovia will proceed to
issue certificates for the shares of preferred stock.
The proposed merger with Wells Fargo will create the nation's premier
coast-to-coast community banking presence with community banks in 39 states
and the District of Columbia. The merger is expected to close by year-end,
subject to regulatory approvals and Wachovia shareholder approval.
Additional Information
The proposed merger will be submitted to Wachovia's shareholders for
their consideration. Wells Fargo will file a registration statement with
the Securities and Exchange Commission (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, http://www.wachovia.com and http://www.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, Investor Relations, MAC A0101-025,
420 Montgomery Street, 2nd Floor, San Francisco, California 94104-1207,
(415) 396-3668.
Participants in the Solicitation
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.
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 http://www.wachovia.com; online brokerage products
and services at http://www.wachoviasec.com; and investment products and
services at http://www.evergreeninvestments.com.
SOURCE Wachovia Corporation
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Related links:
http://www.wachovia.com
CONTACT:
Media: 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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