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WACHOVIA CORPORATION
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(Name of Registrant As Specified In Its Charter)
SUNTRUST BANKS, INC.
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The following is a press release issued today by SunTrust Banks, Inc.
[Logo SunTrust Banks, Inc.]
Contacts:
Investors Media George Sard/Debbie Miller/
Gary Peacock Barry Koling Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-658-4879 404-230-5268 212-687-8080
For Immediate Release
July 16, 2001
SUNTRUST SAYS EXISTING OFFER IS BEST AND FINAL;
CONFIRMS WILL SHARE SAVINGS WITH WACHOVIA SHAREHOLDERS
IF LOCK-UP OPTION INVALIDATED
ATLANTA, GA - SunTrust Banks, Inc. (NYSE:STI) announced today that
its existing offer of 1.081 shares of SunTrust common stock for each
Wachovia share is its best and final financial proposal.
"We have said all along that our proposal is better than First
Union's for Wachovia's shareholders given its higher current value, simpler
and better dividend and SunTrust's stronger currency and track record,"
said L. Phillip Humann, Chairman, President and Chief Executive Officer of
SunTrust. "Because we believe our offer is superior and to eliminate any
market perception or expectation that we might raise our offer, we are
confirming today that the 1.081 exchange ratio is best and final. As such,
there will be no revisions to the financial terms of our offer.
"Given our more compatible culture and more conservative cost-saving
assumptions, SunTrust also believes its proposal is better for all of
Wachovia's constituents - shareholders, employees, customers and
communities. SunTrust believes that Wachovia shareholders will recognize
that becoming shareholders of SunTrust - a company with a similar risk
profile to Wachovia - is preferable to becoming shareholders of First
Union, a company with a more volatile earnings mix, a higher risk profile
and a checkered acquisition history that has destroyed significant
shareholder value."
Humann continued, "We work for the SunTrust shareholders, and we will
not do a deal that is not good for them. This is a very attractive
financial transaction for SunTrust shareholders at this price, generating
over 6% cash earnings accretion after cost savings are fully phased-in. The
transaction provides SunTrust shareholders with a 39% dividend increase, or
an annual dividend of $2.22 per share, and the merger puts SunTrust in a
position to continue to generate excess capital for investment in
attractive areas. SunTrust/Wachovia will be an extraordinarily high quality
institution, strategically positioned as a financial services leader in the
attractive Southeast. The combined organization would fully leverage the
talented people of both Wachovia and SunTrust."
SunTrust also reiterated that if the lock-up option that Wachovia
granted to First Union is permanently invalidated, SunTrust would pay
Wachovia shareholders $440 million in cash, or approximately $2.16 per
share, which otherwise would have been paid to First Union. Based on last
Friday's closing prices, this would make SunTrust's offer worth $72.91 per
Wachovia share, or $3.39 more per share than First Union's proposal. The
$440 million represents the assumed in-the-money value of the option at the
time SunTrust first made its proposal for Wachovia that was reflected in
SunTrust's financial projections to the investment community.
SunTrust will continue to solicit proxies from Wachovia shareholders
against approval of the First Union transaction and remains fully committed
to pursuing a transaction with Wachovia. SunTrust encourages Wachovia
shareholders to send a strong and definitive message to the Wachovia board
by voting against the ill-conceived combination with First Union. If the
Wachovia shareholders reject the First Union proposal, SunTrust intends to
negotiate a combination with Wachovia.
SunTrust is currently challenging in the North Carolina business
court a number of aspects of the First Union merger, including the
egregious terms of the lock-up stock option granted to First Union.
Tomorrow, SunTrust will present its arguments to the judge presiding over
that case.
CONFERENCE CALL INFORMATION
SunTrust senior management will hold an investor/analyst conference
call today at 1 p.m. EDT. Individuals can access the call by dialing (800)
493-3979 or (303) 804-1806 outside the U.S. A replay of the conference call
will be available beginning later today by dialing (800) 625-5288
(303-804-1855 outside the U.S.) and entering pass code 1123654.
SunTrust Banks, Inc., based in Atlanta, Georgia, is the nation's 9th
largest commercial banking organization. The Company provides a wide range
of services to meet the financial needs of its growing customer base in
Alabama, Florida, Georgia, Maryland, Tennessee, Virginia, and the District
of Columbia. Its primary businesses include traditional deposit and credit
services as well as trust and investment services. Through various
subsidiaries the Company provides credit cards, mortgage banking,
insurance, brokerage and investment services. SunTrust's Internet address
is www.suntrust.com
# # #
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, (i) statements about the benefits of a
merger between SunTrust and Wachovia Corporation, including future
financial and operating results, cost savings and accretion to reported and
cash earnings that may be realized from such merger; (ii) statements with
respect to SunTrust's plans, objectives, expectations and intentions and
other statements that are not historical facts; and (iii) other statements
identified by words such as "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets", "projects" and similar
expressions. These statements are based upon the current beliefs and
expectations of SunTrust's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in
the forward-looking statements: (1) the businesses of SunTrust and Wachovia
may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or
realized within the expected time frame; (3) revenues following the merger
may be lower than expected; (4) deposit attrition, operating costs,
customer loss and business disruption, including, without limitation,
difficulties in maintaining relationships with employees, customers,
clients or suppliers, may be greater than expected following the merger;
(5) the regulatory approvals required for the merger may not be obtained on
the proposed terms or on the anticipated schedule; (6) the failure of
SunTrust's and Wachovia's stockholders to approve the merger; (7)
competitive pressures among depository and other financial institutions may
increase significantly and may have an effect on pricing, spending,
third-party relationships and revenues; (8) the strength of the United
States economy in general and the strength of the local economies in which
the combined company will conduct operations may be different than
expected, resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit, including the resultant effect on
the combined company's loan portfolio and allowance for loan losses; (9)
changes in the U.S. and foreign legal and regulatory framework; and (10)
adverse conditions in the stock market, the public debt market and other
capital markets (including changes in interest rate conditions) and the
impact of such conditions on the combined company's capital markets and
asset management activities. Additional factors that could cause SunTrust's
results to differ materially from those described in the forward-looking
statements can be found in SunTrust's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission and available at the
SEC's Internet site (http://www.sec.gov). All subsequent written and oral
forward-looking statements concerning the proposed transaction or other
matters attributable to SunTrust or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements above.
SunTrust does not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of
Directors of Wachovia. Subject to future developments, SunTrust intends to
file with the SEC a registration statement at a date or dates subsequent
hereto to register the SunTrust shares to be issued in its proposed merger
with Wachovia. Investors and security holders are urged to read the
registration statement (when available) and any other relevant documents
filed or to be with the SEC, as well as any amendments or supplements to
those documents, because they contain (or will contain) important
information. Investors and security holders may obtain a free copy of the
registration statement (when available) and such other documents at the
SEC's Internet web site at www.sec.gov. The registration statement (when
available) and such other documents may also be obtained free of charge
from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).