Federal Reserve Board Approves Capital One's Acquisition of North Fork; North Fork Stockholder Election Deadline is November 27,
09 Novembre 2006 - 2:30PM
PR Newswire (US)
MCLEAN, Va. and MELVILLE, N.Y., Nov. 9 /PRNewswire-FirstCall/ --
Capital One Financial Corporation (NYSE:COF) and North Fork
Bancorporation, Inc. (NYSE:NFB) today announced that on November 8,
2006, the Board of Governors of the Federal Reserve System approved
their proposed merger. The companies expect the merger to occur on
December 1, 2006. The companies also announced that the election
deadline for North Fork stockholders to make merger consideration
elections in connection with the proposed merger is 5 p.m., New
York City time, on November 27, 2006. North Fork stockholders of
record wishing to make an election regarding the form of
consideration they would prefer to receive must deliver to
Computershare Shareholder Services, Inc., the exchange agent in the
merger, the following: properly completed election forms, together
with their stock certificates, a book-entry transfer of shares or a
properly completed notice of guaranteed delivery. These must be
received by Computershare Shareholder Services, Inc. by the
election deadline of 5 p.m., New York City time, on November 27,
2006. North Fork stockholders who hold their shares in "street
name" may have an election deadline earlier than November 27, 2006.
They should carefully review any materials they received from their
broker to determine the election deadline applicable to them. As
previously announced, North Fork stockholders who hold their shares
through the North Fork Bancorporation, Inc. 401(k) Retirement
Savings Plan will have an election deadline of November 16, 2006,
at 2 p.m. Eastern time. North Fork stockholders may elect to
receive cash, shares of Capital One common stock, or a combination
of both, in exchange for each of their shares of North Fork common
stock, in each case with a value approximately equal to the sum of
(a) 0.2216 multiplied by the average of the closing prices on the
New York Stock Exchange (NYSE) for Capital One common stock during
the five trading days ending the day before the completion of the
merger and (b) $11.25. All elections are subject to the proration
procedures provided in the merger agreement. As a result,
stockholders who elect to receive entirely cash or entirely Capital
One common stock may receive a combination of cash and common
stock, and stockholders who elect to receive a combination of cash
and Capital One common stock may receive cash and common stock in a
different proportion from what they elected. Stockholders who do
not submit a properly completed election form to the exchange agent
by the election deadline will be deemed to have no preference as to
the form of consideration they will receive and will receive cash,
Capital One shares of common stock or a combination of both,
depending on the elections of other North Fork stockholders. After
North Fork stockholders have made their elections and tendered
their North Fork shares of common stock to the exchange agent, they
will be unable to sell or transfer their shares of North Fork
common stock unless they revoke their election prior to the
election deadline. All of the documents necessary to make an
election were previously mailed to North Fork stockholders of
record as of August 2, 2006. North Fork stockholders of record may
obtain additional copies of the election documents by contacting
the Information Agent, D. F. King & Co., Inc., toll-free at 1-
888-605-1957. North Fork stockholders who hold their shares in
"street name" may obtain additional copies of the election
documents by contacting their broker. 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 this Transaction." After the final results of the
election process are determined, Capital One expects to publicly
announce how much cash and how many shares of Capital One common
stock were issued to North Fork stockholders in the merger. The
proposed merger remains subject to the expiration of all regulatory
waiting periods and the satisfaction of the other 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 this
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 website 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, receipt of
regulatory approvals, 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, 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.northforkbank.com/
http://www.capitalone.com/
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