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CAPITAL ONE FINANCIAL CORP 8-K Report, Acquisition Completed (Nov 18, 2005)

Filed November 18, 2005For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) announced the successful completion of its merger with Hibernia Corporation on November 16, 2005. This significant transaction involved Hibernia merging into Capital One, with Capital One as the surviving entity. Hibernia shareholders were given the option to receive either $30.46 in cash or 0.3792 shares of Capital One common stock for each Hibernia share, though proration was possible based on aggregate cash limitations and shareholder elections. The total consideration for the acquisition is approximately $4.9 billion, comprising both cash and Capital One common stock. This merger represents a major strategic move for Capital One, expanding its operations and market presence. Investors should note that detailed financial statements and pro forma information related to this acquisition will be filed at a later date, within 71 days of this report.

Key Highlights

  • 1Capital One Financial Corporation (COF) has completed its merger with Hibernia Corporation, effective November 16, 2005.
  • 2Hibernia Corporation has merged into Capital One Financial Corporation, with Capital One as the surviving entity.
  • 3Hibernia shareholders received a mixed consideration of cash ($30.46 per share) or Capital One stock (0.3792 shares per share), subject to proration.
  • 4The total value of the transaction is approximately $4.9 billion, consisting of cash and Capital One common stock.
  • 5Capital One expanded its board of directors to nine members with the appointment of E. R. Campbell.
  • 6Mr. E. R. Campbell has also been appointed to the Finance and Trust Oversight Committee of Capital One's board.
  • 7Detailed financial statements and pro forma financial information related to the acquisition will be filed via amendment within 71 days.

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