Filed by Capital One Financial Corporation
(Commission File No.: 001-13300)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities and Exchange Act of 1934, as amended
Subject Company: Discover Financial Services
(Commission File No.: 001-33378)
The following is a transcript of a video message to Capital One employees and posted to the Capital One website on February 19, 2024.
Good morning, and welcome to all my fellow Capital One associates.
This is an exciting day in the history, and the future, of Capital One.
Today we are announcing an agreement to acquire Discover Financial Services, a leader in credit cards and global payments.
This is an incredible opportunity to bring together two exceptional companies. Discover and Capital One were each founded just a few decades ago, with a quest
to compete against banks that were hundreds of years old. We each have missions to help customers succeed and build a better financial future. It is striking that our journeys have brought us together.
I have admired Discover for many years. Over four decades, they have built a global payments network that connects merchants, small businesses and consumers
in the United States and around the world. This is a valuable, and rare, asset. This deal accelerates our longstanding journey to work directly with merchants to leverage our customer base, our technology, and our data to drive more sales for the
merchant and great deals for consumers and small businesses.
Discover is a big company, but theyre the smallest of the four U.S.-based global
payment networks, and this acquisition will add scale to help it compete with the biggest players.
The strategic benefit goes well beyond the network.
This deal brings together two credit card and banking franchises, each with a loyal customer following and award-winning customer experiences.
We will
also be able to leverage the benefits of Capital Ones eleven-year technology transformation, applying it across all of Discovers businesses and the network. With the combined scale we can further invest to create iconic products and
experiences at the forefront of the digital revolution in banking and payments.
This opportunity is made possible by Capital Ones history of bold
strategic choices and our strong financial position. It stands on the shoulders of our investments over many years to build a modern technology company with world class risk management. It is testament to the incredible work done by youour
associatesover many, many years.
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