Wells Fargo, Greater Bay Bancorp Agree to Merge
04 Mai 2007 - 3:00PM
PR Newswire (US)
SAN FRANCISCO, May 4 /PRNewswire-FirstCall/ -- Wells Fargo &
Company (NYSE:WFC) and Greater Bay Bancorp (NASDAQ:GBBK) have
signed a definitive agreement for the acquisition of Greater Bay
Bancorp by Wells Fargo in a stock-for-stock merger. The
transaction, pending approvals by regulators and Greater Bay
Bancorp shareholders, is expected to be completed in the fourth
quarter of this year. Greater Bay Bancorp, based in East Palo Alto,
Calif., has $7.4 billion in assets, more than 1,800 employees, and
serves consumers and businesses from 41 banking locations in and
around the San Francisco Bay Area under names such as Mid-Peninsula
Bank, Bank of Petaluma, Golden Gate Bank, Coast Commercial Bank,
Peninsula Bank of Commerce, Mount Diablo National Bank, and Santa
Clara Valley National Bank. Greater Bay Bancorp also owns ABD
Insurance and Financial Services, the nation's 15th largest retail
insurance broker with locations throughout the west coast, and
Matsco Financial Corporation, a national specialty lender primarily
to veterinarians and dentists. Under terms of the merger agreement,
Greater Bay Bancorp's shareholders will receive shares of Wells
Fargo common stock for their shares of Greater Bay Bancorp common
stock based on a Wells Fargo measurement price. The Wells Fargo
measurement price will equal the daily volume weighted average
price of a share of Wells Fargo common stock for each of the ten
(10) consecutive trading days ending on the trading day immediately
prior to the Greater Bay Bancorp shareholder meeting to approve the
transaction. If the Wells Fargo measurement price is greater than
$32.175 and less than $39.325, the exchange ratio will be
determined by dividing $28.50 by the measurement price. If the
Wells Fargo measurement price is equal to or less than $32.175,
then the exchange ratio will be 0.8858. If the Wells Fargo
measurement price is greater than or equal to $39.325, then the
exchange ratio will be 0.7247. Assuming a Wells Fargo measurement
price between $32.175 and $39.325, the total value of the
transaction would be approximately $1.5 billion, based on Greater
Bay Bancorp's shares on a fully diluted basis. In connection with
the merger agreement, Greater Bay Bancorp has granted Wells Fargo a
customary 19.9 percent stock option. "We are genuinely pleased and
proud to be joining the Wells Fargo organization -- one that is
very much in alignment with our culture and values. Having
fulfilled the immediate strategic and operating objectives that we
have been pursuing in each of our major business activities over
the past three years, we undertook a thoughtful review of our
potential options for the future and determined with conviction
that this path is clearly in the best long-term interest of our
shareholders, our clients, our employees, and the communities that
we serve," said President and CEO of Greater Bay Bancorp Byron A.
Scordelis. "Wells Fargo believes in all four of our operating
businesses -- regional community banking, commercial insurance
brokerage, specialty finance, and trust -- and is fully committed
to growth and investment in each of these areas." "Greater Bay
Bancorp is an exceptional organization that shares our belief in
the benefits of having a diversified business model to satisfy all
the financial needs of our customers and the commitment to support
our communities with human, social and financial capital," said
Wells Fargo President and COO John Stumpf. "Together with a
combined market share of 20.6% in the Greater San Francisco Bay
Area Region, an enhanced distribution network and a broader array
of products to offer Greater Bay Bancorp customers, we look forward
to partnering with Greater Bay Bancorp's team members to continue
to strive to be the premier provider of financial services in every
community in which we do business." "The customers and cultures of
our two companies are remarkably similar. Greater Bay Bancorp and
Wells Fargo share a commitment to people as a competitive
advantage. We look forward to combining our resources and tapping
into the talent at Greater Bay Bancorp to fulfill employment
opportunities at Wells Fargo," said Bob Worth, executive vice
president and head of California Business Banking for Wells Fargo.
"We look forward to welcoming ABD's more than 700 team members to
Wells Fargo Insurance Services, Inc. (WFIS)," said Dave Zuercher,
Chairman & CEO of WFIS. "ABD's specialized products and
exceptional service will increase our presence in the West and add
important offerings to our nationwide business." Wells Fargo
Insurance Services is now the nation's 5th largest insurance broker
and the largest bank owned insurance brokerage. Wells Fargo &
Company is a diversified financial services company with $486
billion in assets, providing banking, insurance, investments,
mortgage and consumer finance through more than 6,000 stores and
the internet (wellsfargo.com) across North America and
internationally. Wells Fargo Bank, N.A. is the only bank in the
U.S., and one of only two banks worldwide, to have the highest
credit rating from both Moody's Investors Service, "Aaa," and
Standard & Poor's Ratings Services, "AAA." FORWARD-LOOKING
STATEMENTS This news release has forward-looking statements about
the proposed transaction between Wells Fargo and Greater Bay
Bancorp. There are several factors -- many beyond Wells Fargo's and
Greater Bay Bancorp's control -- that could cause actual results to
differ significantly from expectations described in the
forward-looking statements. For a discussion of some of these
factors, refer to Wells Fargo's and Greater Bay Bancorp's reports
filed with the SEC. The transaction is subject to regulatory
approval, and Wells Fargo and Greater Bay Bancorp cannot be certain
when or if or on what terms and conditions required regulatory
approvals will be granted. Divestitures may be required for
regulatory approval. This news release is not an offer of any
securities for sale. MORE INFORMATION ABOUT THE MERGER AND WHERE TO
FIND IT The proposed merger will be submitted to Greater Bay
Bancorp's shareholders for their consideration. Wells Fargo will
file a registration statement with the Securities and Exchange
Commission (SEC), which will include a proxy statement-prospectus
describing the merger. Wells Fargo and Greater Bay Bancorp may file
other relevant materials concerning the merger with the SEC.
Shareholders of Greater Bay Bancorp and other investors are urged
to read the registration statement and proxy statement-prospectus
(and any amendments or supplements to those documents) when they
become available, as well as other relevant documents filed with
the SEC, because they will contain important information. When
filed with the SEC, the registration statement and proxy
statement-prospectus will be available free on the SEC's website
(http://www.sec.gov/). In addition, Wells Fargo and Greater Bay
Bancorp will provide free copies of the proxy statement-prospectus,
and any SEC filings incorporated by reference into that document,
upon request as follows: Wells Fargo & Company, Attention
Corporate Secretary, MAC N9305-173, Sixth and Marquette,
Minneapolis, Minnesota 55479, (612) 667-8655. Greater Bay Bancorp,
Attention Corporate Secretary, 1900 University Ave., Sixth Floor,
East Palo Alto, California 94303. (650) 838-6109. Wells Fargo and
Greater Bay Bancorp and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Greater Bay Bancorp shareholders in connection with
the proposed merger. Information about Wells Fargo's directors and
executive officers and their ownership of Wells Fargo common stock
is set forth in the definitive proxy statement for Wells Fargo's
2007 annual meeting of stockholders, as filed by Wells Fargo with
the SEC on Schedule 14A on March 17, 2007. Information about
Greater Bay Bancorp's directors and executive officers and their
ownership of Greater Bay Bancorp common stock is set forth in the
definitive proxy statement for Greater Bay Bancorp's 2007 annual
meeting of shareholders, as filed by Greater Bay Bancorp with the
SEC on Schedule 14A on April 20, 2007. The proxy
statement-prospectus for the proposed merger will provide more
information about participants in the solicitation of proxies from
Greater Bay Bancorp shareholders. DATASOURCE: Wells Fargo &
Company CONTACT: Media, Julia Tunis, +1-415-222-3858, or Investors,
Bob Strickland, +1-612-667-7919, both of Wells Fargo; or Media,
Byron A. Scordelis, +1-650-838-6101, or Investors, James Westfall,
+1-650-838-6108, both of Greater Bay Bancorp Web site:
http://www.wellsfargo.com/
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