Capital One Financial Corporation (NYSE: COF) and Discover
Financial Services (NYSE: DFS) today announced that each company
intends to hold a special meeting of stockholders on February 18,
2025 for the companies’ respective common stockholders to consider
and vote on Capital One’s acquisition of Discover and related
matters.
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The boards of directors of Capital One and Discover have each
fixed the close of business on December 27, 2024 as the record date
for determination of each company’s respective common stockholders
entitled to notice of and to vote at their company’s respective
special meeting.
The Capital One special meeting will be held at Capital One’s
campus at 1600 Capital One Drive, McLean, Virginia 22102, on
February 18, 2025 at 10:00 a.m., Eastern Time.
The Discover special meeting will be held on February 18, 2025
at 2500 Lake Cook Road, Riverwoods, Illinois 60015 at 9:00 a.m.,
Central Time.
Following the effectiveness of Capital One’s registration
statement on Form S-4 to register the shares of Capital One’s
capital stock that will be issued to Discover stockholders in
connection with the proposed transaction, Capital One and Discover
will each distribute a definitive joint proxy statement, that also
constitutes a prospectus of Capital One, to their respective common
stockholders as of the record date for each company’s special
meeting. See “Important Information About the Transaction and Where
to Find It” below for more information.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a
financial holding company which, along with its subsidiaries, had
$353.6 billion in deposits and $486.4 billion in total assets as of
September 30, 2024. Headquartered in McLean, Virginia, Capital One
offers a broad spectrum of financial products and services to
consumers, small businesses and commercial clients through a
variety of channels. Capital One, N.A. has branches and Cafés
located primarily in New York, Louisiana, Texas, Maryland, Virginia
and the District of Columbia. A Fortune 500 company, Capital One
trades on the New York Stock Exchange under the symbol “COF” and is
included in the S&P 100 index.
About Discover
Discover Financial Services (NYSE: DFS) is a digital banking and
payment services company with one of the most recognized brands in
U.S. financial services. Since its inception in 1986, the company
has become one of the largest card issuers in the United States.
The Company issues the Discover® card, America’s cash rewards
pioneer, and offers personal loans, home loans, checking and
savings accounts and certificates of deposit through its banking
business. It operates the Discover Global Network® comprised of
Discover Network, with millions of merchants and cash access
locations; PULSE®, one of the nation’s leading ATM/debit networks;
and Diners Club International®, a global payments network with
acceptance around the world. For more information, visit
www.discover.com/company.
Forward Looking Statements
Information in this communication, other than statements of
historical facts, may constitute forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements may include, but are not limited to,
statements related to the expected timing of each company’s
respective special meeting of stockholders. Forward-looking
statements may be identified by terminology such as “may,” “will,”
“should,” “targets,” “scheduled,” “plans,” “intends,” “goal,”
“anticipates,” “expects,” “believes,” “forecasts,” “outlook,”
“estimates,” “potential,” or “continue” or negatives of such terms
or other comparable terminology. All forward-looking statements are
subject to risks, uncertainties and other factors that may cause
the actual results, performance or achievements of Capital One
Financial Corporation (“Capital One”) or Discover Financial
Services (“Discover”) to differ materially from any results
expressed or implied by such forward-looking statements. Such
factors include, among others, risks of delays in the declaration
of effectiveness of the registration statement on Form S-4 (No.
333-278812) filed by Capital One in connection with the proposed
transaction, including as a result of delays in Discover’s
restatement of certain of its historical financial statements and
its preparation and filing of amended reports on Form 10-K and Form
10-Q related thereto. Additional factors which could affect future
results of Capital One and Discover can be found in Capital One’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, and Discover’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K (and any amendments to those documents), in each case filed
with the SEC and available on the SEC’s website at
http://www.sec.gov. Capital One and Discover disclaim any
obligation and do not intend to update or revise any
forward-looking statements contained in this communication, which
speak only as of the date hereof, whether as a result of new
information, future events or otherwise, except as required by
federal securities laws.
Important Information About the Transaction and Where to Find
It
Capital One filed a registration statement on Form S-4 (No.
333-278812) with the SEC on April 18, 2024, as amended on June 14,
2024 and July 26, 2024, to register the shares of Capital One’s
capital stock that will be issued to Discover stockholders in
connection with the proposed transaction. The registration
statement, which is not yet effective, includes a preliminary joint
proxy statement of Capital One and Discover that also constitutes a
preliminary prospectus of Capital One. If and when the registration
statement becomes effective and the joint proxy
statement/prospectus is in definitive form, such joint proxy
statement/prospectus will be sent to the stockholders of each of
Capital One and Discover in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY
STATEMENT/PROSPECTUS (AND ANY OTHER AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE
INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security
holders may obtain free copies of these documents and other
documents filed with the SEC by Capital One or Discover through the
website maintained by the SEC at http://www.sec.gov or by
contacting the investor relations department of Capital One or
Discover at:
Capital One
Financial Corporation
Discover Financial
Services
1680 Capital One Drive
2500 Lake Cook Road
McLean, VA 22102
Riverwoods, IL 60015
Attention: Investor Relations
Attention: Investor Relations
investorrelations@capitalone.com
investorrelations@discover.com
(703) 720-1000
(224) 405-4555
Before making any voting or investment decision, investors
and security holders of Capital One and Discover are urged to read
carefully the entire registration statement and preliminary joint
proxy statement/prospectus, including any amendments thereto when
they become available, because they contain or will contain
important information about the proposed transaction. Free copies
of these documents may be obtained as described above.
Participants in Solicitation
Capital One, Discover and certain of their directors and
executive officers may be deemed participants in the solicitation
of proxies from the stockholders of each of Capital One and
Discover in connection with the proposed transaction. Information
regarding the directors and executive officers of Capital One and
Discover and other persons who may be deemed participants in the
solicitation of the stockholders of Capital One or of Discover in
connection with the proposed transaction will be included in the
joint proxy statement/prospectus related to the proposed
transaction, which will be filed by Capital One with the SEC.
Information about the directors and executive officers of Capital
One and their ownership of Capital One common stock can also be
found in Capital One’s definitive proxy statement in connection
with its 2024 annual meeting of stockholders, as filed with the SEC
on March 20, 2024, and other documents subsequently filed by
Capital One with the SEC. Information about the directors and
executive officers of Discover and their ownership of Discover
common stock can also be found in Discover’s definitive proxy
statement in connection with its 2024 annual meeting of
stockholders, as filed with the SEC on March 15, 2024, and other
documents subsequently filed by Discover with the SEC. Additional
information regarding the interests of such participants is
included in the preliminary joint proxy statement/prospectus and
other relevant documents regarding the proposed transaction filed
with the SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241217254919/en/
Investor Relations Danielle Dietz
danielle.dietz@capitalone.com
Jeff Norris jeff.norris@capitalone.com
Erin Stieber investorrelations@discover.com
Media Relations Sie Soheili
sie.soheili@capitalone.com
Matthew Towson matthewtowson@discover.com
Capital One Financial (NYSE:COF)
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