WINSTON-SALEM, N.C.,
July 30, 2019 /PRNewswire/
-- BB&T Corporation (NYSE: BBT) shareholders today
approved both the merger of equals between BB&T Corporation and
SunTrust Banks Inc. (NYSE: STI) and Truist Financial Corporation as
the new name of the combined company. At a special meeting of
shareholders held today, more than 98% of the shares voted were
cast in favor of the merger of equals with SunTrust and more than
96% of the shares voted were cast in favor of the Truist name.
These approvals complete another step in the process to form
Truist, the premier financial institution that will serve more than
10 million households in the United
States, with leading market share in many of the most
attractive, high-growth markets in the country.
"We're very pleased BB&T shareholders have overwhelmingly
supported both the merger of equals with SunTrust and the new
Truist name," said Chairman and Chief Executive Officer
Kelly S. King. "This is an important
milestone as we move toward our goal of creating a bold,
transformative organization that benefits our shareholders,
associates, clients and communities."
As previously announced, BB&T received approval for the
merger of equals from the North Carolina Office of the Commissioner
of Banks on July 10. Completion of
the merger is subject to certain additional customary closing
conditions, including receipt of the remaining regulatory
approvals. The companies expect the transaction to close late in
the third quarter or in the fourth quarter of this year.
More information about Truist and the merger of equals can be
found at Truist.com.
About BB&T
BB&T is one of the largest financial services holding
companies in the U.S. with $230.9
billion in assets and market capitalization of approximately
$37.6 billion as of June 30, 2019. Building on a long tradition of
excellence in community banking, BB&T offers a wide range of
financial services including retail and commercial banking,
investments, insurance, wealth management, asset management,
mortgage, corporate banking, capital markets and specialized
lending. Based in Winston-Salem,
N.C., BB&T operates more than 1,700 financial centers in
15 states and Washington, D.C. and
is consistently recognized for outstanding client service by
Greenwich Associates for small business and middle market banking.
More information about BB&T and its full line of products and
services is available at BBT.com.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the financial condition, results of
operations, business plans and the future performance of BB&T
and SunTrust. Words such as "anticipates," "believes," "estimates,"
"expects," "forecasts," "intends," "plans," "projects," "could,"
"may," "should," "will" or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on BB&T's and SunTrust's
current expectations and assumptions regarding BB&T's and
SunTrust's businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. Many
possible events or factors could affect BB&T's or SunTrust's
future financial results and performance and could cause actual
results or performance to differ materially from anticipated
results or performance. Such risks and uncertainties include, among
others: the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the parties to
terminate the definitive merger agreement between BB&T and
SunTrust, the outcome of any legal proceedings that may be
instituted against BB&T or SunTrust, delays in completing the
transaction, the failure to obtain necessary regulatory approvals
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the transaction) or to satisfy any of the
other conditions to the transaction on a timely basis or at all,
the possibility that the anticipated benefits of the transaction
are not realized when expected or at all, including as a result of
the impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where BB&T and SunTrust do
business, the possibility the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events, diversion of management's attention from ongoing
business operations and opportunities, potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction,
the ability to complete the transaction and integration of BB&T
and SunTrust successfully, and the dilution caused by BB&T's
issuance of additional shares of its capital stock in connection
with the transaction. Except to the extent required by applicable
law or regulation, each of BB&T and SunTrust disclaims any
obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements
included herein to reflect future events or developments. Further
information regarding BB&T, SunTrust and factors that could
affect the forward-looking statements contained herein can be found
in BB&T's Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2018, as updated
by its Quarterly Reports on Form 10-Q, and other filings with the
Securities and Exchange Commission ("SEC"), and in SunTrust's
Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2018, as updated by its
Quarterly Reports on Form 10-Q, and its other filings with the
SEC.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger with SunTrust,
BB&T has filed with the SEC a registration statement on
Form S-4 to register the shares of BB&T's capital
stock to be issued in connection with the merger, as amended on
May 7, 2019, June 14, 2019, and June
19, 2019. The registration statement was declared effective
by the SEC on June 19, 2019. The
registration statement includes a joint proxy statement/prospectus.
BB&T and SunTrust commenced mailing the definitive joint proxy
statement/prospectus to stockholders on or about June 27, 2019. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE
JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT BB&T, SUNTRUST AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at SEC.gov, BB&T's website at BBT.com or SunTrust's
website at SunTrust.com. Documents filed with the SEC by BB&T
will be available free of charge on BB&T's website at
BBT.com under the tab "About BB&T" and then under the
heading "Investor Relations." Alternatively, the documents are
available by mailing BB&T Corporation, 200 West Second St.,
Winston-Salem, North Carolina,
27101 or calling 336-733-3065. Documents filed with the SEC by
SunTrust will be available free of charge by accessing SunTrust's
website at SunTrust.com under the tab "Investor Relations,"
and then under the heading "Financial Information." Alternatively,
these documents may be obtained by mailing SunTrust Banks, Inc.,
303 Peachtree St., N.E., Atlanta,
Georgia 30308 or calling 877-930-8971.
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SOURCE BB&T Corporation