Summary
PNC Financial Services Group, Inc. (PNC) filed an 8-K on February 14, 2005, to report a material definitive agreement related to its merger with Riggs National Corporation (Riggs). The filing details an Amended and Restated Agreement and Plan of Merger, superseding the original agreement from July 16, 2004. This updated agreement solidifies the terms of the merger, valuing each Riggs common share at approximately $20.00 based on PNC's stock price at the time, for a total transaction value composed of approximately 6.4 million PNC shares and $286 million in cash. The merger remains subject to customary closing conditions, including regulatory approvals and the approval of Riggs shareholders. A significant point of emphasis is the need for exemptions from the Department of Labor and the SEC to address potential impacts arising from Riggs Bank's plea agreement with the Department of Justice. These exemptions are crucial for maintaining qualified professional asset manager status and PNC's ability to advise mutual funds. The agreement also includes a commitment from a major Riggs shareholder, Mr. Joe L. Allbritton, to vote his stake in favor of the transaction.
Key Highlights
- 1PNC and Riggs National Corporation have amended and restated their Agreement and Plan of Merger, originally dated July 16, 2004.
- 2The revised merger terms value Riggs common stock at approximately $20.00 per share, based on PNC's stock price of $54.58 on February 7, 2005.
- 3The total transaction consideration includes approximately 6.4 million shares of PNC common stock and $286 million in cash for all outstanding Riggs common shares.
- 4The merger is contingent upon customary closing conditions, including regulatory approvals and shareholder approval from Riggs.
- 5PNC and Riggs are seeking necessary exemptions from the Department of Labor and SEC to mitigate the impact of Riggs Bank's plea agreement with the DOJ.
- 6Mr. Joe L. Allbritton has agreed to vote 24.6% of Riggs outstanding shares in favor of the merger.
- 7The merger agreement can be terminated by either party if it has not closed by May 31, 2005.