Hibernia Stockholders Approve Capital One's $5.35 Billion Acquisition Proposal

Hibernia Corporation announced that, at a special meeting held yesterday, its shareholders approved by an affirmative vote of more than 94% of the shares voted on the matter a proposal under which Capital One will acquire Hibernia in a $5.35 billion stock and cash transaction. Hibernia shareholders will receive $33 for each share of stock, consisting of 45 percent cash and 55 percent stock.

Hibernia expects the transaction to close Sept. 1, pending the receipt of all remaining regulatory approvals and the expiration of all regulatory waiting periods prior to that time. Upon completion of the transaction, Hibernia would become the banking segment of Capital One Financial Corporation.

Hibernia is on Forbes magazine’s list of the world’s 2,000 largest companies and Fortune magazine’s list of America’s top 1,000 companies according to annual revenue. Hibernia has $22.1 billion in assets and 320 locations in 34 Louisiana parishes and 35 Texas counties. Hibernia Corporation’s common stock (HIB) is listed on the New York Stock Exchange.

Headquartered in McLean, Va., Capital One Financial Corporation is a financial holding company whose principal subsidiaries — Capital One Bank, Capital One, F.S.B. and Capital One Auto Finance, Inc. — offer a variety of consumer lending products. Capital One’s subsidiaries collectively had 48.9 million accounts and $83.0 billion in managed loans outstanding at June 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 under the symbol “COF” and is included in the S&P 500 index.