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Capital One Announces Final Results of Elections Regarding Merger Consideration.


MCLEAN, Va. -- Capital One Financial (NYSE NYSE

See: New York Stock Exchange
:COF) today announced the merger consideration to be received by Hibernia shareholders in Capital One's acquisition of Hibernia Corporation, which was completed on November 16, 2005.

Based on final election results and applying the proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 provisions set forth in the amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 merger agreement, Hibernia shareholders will receive the following merger consideration:

--Hibernia shareholders will receive $30.46 for each Hibernia share for which they made a valid cash election;

--Hibernia shareholders will receive $30.46 per share for approximately 20.23% of the shares for which they made a valid stock election (rounded to the nearest share) and 0.3792 of a share of Capital One common stock per share for approximately 79.77% of the shares for which they made a valid stock election (rounded to the nearest share); and

--Hibernia shareholders who did not make a valid election will receive $30.46 per Hibernia share.

Under the amended merger agreement, fractional shares Fractional share

Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs.


fractional share

Less than one share of stock, that is, one-third or one-half a share.
 of Capital One common stock will not be issued. Instead, Hibernia shareholders will receive cash based on the average closing price of Capital One common stock of $80.324 for the five-day period ending November 15, 2005.

Of the 159,966,895 shares of Hibernia common stock outstanding immediately prior to the closing of the merger approximately:

--28,749,310 shares, or 18%, elected to receive cash;

--108,718,587 shares, or 68%, elected to receive Capital One common stock; and

--22,498,998 shares, or 14%, did not make a valid election.

The total consideration paid by Capital One was approximately $5.0 billion, which was comprised of the following:

--approximately $4.9 billion in value from 32.9 million shares of common stock valued at $2.64 billion; and $2.23 billion in cash, and

--the exchange of Hibernia stock options for Capital One stock options fair valued at approximately $.1 billion.

About Capital One

Headquartered in McLean, Virginia McLean is an unincorporated community located in Fairfax County in Northern Virginia. A small geographic area along Chain Bridge Road in Arlington County has a 22101 zip code and is also part of McLean. , Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose principal subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One Auto Finance, Inc., and Hibernia National Bank For other uses of "Hibernia", see Hibernia (disambiguation).

Hibernia National Bank, founded in 1870, was a personal banking and commercial lending institution headquartered in New Orleans, Louisiana.
 (www.hibernia.com), offer a variety of consumer lending Consumer lending or consumer loans refers to any type of loan product that is not a mortgage; such as a car, boat, manufactured home, home equity loan, home equity line of credit, signature loan, signature line of credit, recreational vehicle, or Certificate of Deposit loans.  and deposit products. Capital One's subsidiaries collectively had 49.2 million accounts and $84.8 billion in managed loans outstanding as of September 30, 2005. Capital One is a Fortune 500 company and, through its subsidiaries, is one of the largest providers of MasterCard and Visa credit cards in the world. Capital One trades on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 under the symbol "COF" and is included in the S&P 500 index.
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Publication:Business Wire
Geographic Code:1USA
Date:Nov 22, 2005
Words:435
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