SunTrust Banks, Inc. and National Commerce Financial Corporation Announce Date of Shareholders' Meetings to Vote on Merger
August 04 2004 - 4:57PM
PR Newswire (US)
SunTrust Banks, Inc. and National Commerce Financial Corporation
Announce Date of Shareholders' Meetings to Vote on Merger ATLANTA
and MEMPHIS, Tenn., Aug. 4 /PRNewswire-FirstCall/ -- SunTrust
Banks, Inc. (NYSE:STI) and National Commerce Financial Corporation
(NYSE:NCF) announced today that each company will hold separate
meetings of its shareholders on September 15, 2004, at which time
NCF's shareholders will vote to approve the merger between SunTrust
and NCF, and SunTrust's shareholders will vote to approve the
issuance of shares of SunTrust common stock to NCF shareholders in
the merger. Assuming shareholder approvals, regulatory approvals
and the satisfaction of other customary closing conditions, the
proposed merger is anticipated to close in the fourth quarter. On
August 4, 2004, the registration statement relating to the issuance
of SunTrust common stock in the merger was declared effective by
the Securities and Exchange Commission. Proxy statements for the
respective shareholders' meetings are expected to be mailed on or
about August 6, 2004 to all shareholders of SunTrust Banks, Inc.
and National Commerce Financial Corporation as of July 30, 2004,
the record date for each company. As previously announced, on May
7, 2004, SunTrust and NCF executed a definitive merger agreement.
Under the terms of the definitive agreement, NCF shareholders will
have the right, subject to a proration adjustment, to elect to
receive their merger consideration in the form of SunTrust common
stock or cash. Subject to this proration adjustment, NCF
shareholders will receive, in exchange for each share of NCF common
stock they hold, consideration equal to the sum of: (i) 0.3713
multiplied by the average of the closing prices on the NYSE for
SunTrust common stock during the five trading days ending the day
before completion of the merger plus (ii) $8.625. The number of
shares of SunTrust common stock that will be issued in the merger
is expected to be approximately 75.4 million and the aggregate cash
to be paid is fixed at $1.8 billion. About SunTrust Banks, Inc.
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of
the nation's largest commercial banking organizations. As of June
30, 2004 SunTrust had total assets of $128.1 billion and total
deposits of $85.5 billion. The company operates through an
extensive distribution network primarily in Florida, Georgia,
Maryland, Tennessee, Virginia and the District of Columbia and also
serves customers in selected markets nationally. Its primary
businesses include deposit, credit, trust and investment services.
Through various subsidiaries the company provides credit cards,
mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is http://www.suntrust.com/ .
About National Commerce Financial Corporation National Commerce
Financial Corporation, headquartered in Memphis, Tennessee, is a
sales and marketing organization that delivers select financial and
consulting services through a national network of banking and
non-banking affiliates. With $23 billion in assets, NCF operates
almost 500 branches in 14 of the nation's fastest growing
metropolitan areas throughout the southeast. Safe Harbor Statement
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, SunTrust's plans,
objectives, expectations and intentions and other statements that
are not historical facts. Such statements are based upon the
current beliefs and expectations of SunTrust's and NCF'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 from those set forth in the forward-looking
statements: the ability to obtain governmental approvals of the
merger on the proposed terms and schedule; the closing stock prices
of SunTrust common stock proximate to the completion of the merger;
and the failure of SunTrust and NCF shareholders to approve the
merger. Additional factors that could cause SunTrust's and NCF's
results to differ materially from those described in the
forward-looking statements can be found in the 2003 Annual Reports
on Form 10-K of SunTrust and NCF, and in the Quarterly Reports on
Form 10-Q of SunTrust and NCF filed with the Securities and
Exchange Commission and available at the Securities and Exchange
Commission's internet site ( http://www.sec.gov/ ). The forward-
looking statements in this press release speak only as of the date
of the filing, and neither SunTrust nor NCF assumes any obligation
to update the forward-looking statements or to update the reasons
why actual results could differ from those contained in the
forward-looking statements. Additional Information and Where to
Find It: Shareholders are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available because it will contain important information.
Shareholders will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about SunTrust and NCF, without charge, at the
Securities and Exchange Commission's internet site (
http://www.sec.gov/ ). Copies of the joint proxy
statement/prospectus and the filings with the Securities and
Exchange Commission that will be incorporated by reference in the
joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to SunTrust Banks, Inc., 303
Peachtree St., N.E., Atlanta, Georgia 30308; Attention: Investor
Relations; or National Commerce Financial Corporation, One Commerce
Square, Memphis, Tennessee, 38159; Attention: Investor Relations.
The respective directors and executive officers of SunTrust and NCF
and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger.
Information regarding SunTrust's directors and executive officers
is available in the proxy statement filed with the Securities and
Exchange Commission by SunTrust on March 2, 2004, and information
regarding NCF's directors and executive officers is available in
the proxy statement filed with the Securities and Exchange
Commission by NCF on March 17, 2004. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
DATASOURCE: SunTrust Banks, Inc. CONTACT: Barry Koling of SunTrust
Banks, Inc., +1-404-230-5268; or Jekka Pinckney of National
Commerce Financial Corp., +1-901-523-3525 Web site:
http://www.suntrust.com/
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