Providian Financial Corporation Announces Date of Anticipated Merger for Benefit of Holders of Its Zero Coupon Convertible Notes
09 Septiembre 2005 - 12:00PM
Business Wire
Providian Financial Corporation (NYSE:PVN) today announced that its
Board of Directors has determined October 1, 2005 to be the
anticipated effective date of the Company's business combination
with Washington Mutual, Inc. Washington Mutual has elected under
the terms of the merger agreement with the Company to modify the
structure of the transaction such that Providian will merge with
and into a wholly owned subsidiary of Washington Mutual. Holders of
the Company's common stock immediately prior to the effective time
of the merger will receive, for each share of the Company's common
stock, 0.4005 shares of Washington Mutual's common stock and cash
equal to the value of 0.0495 shares of Washington Mutual's common
stock. The merger will constitute a "Change of Control" of
Providian pursuant to the Second Supplemental Indenture, between
the Company and J.P. Morgan Trust Company, National Association, as
successor trustee, dated February 15, 2001 (the "Supplemental
Indenture"), to the Company's Indenture dated May 1, 1999 (the
"Indenture"). Pursuant to Section 2.01(b)(ii) of the Supplemental
Indenture, Providian's Zero Coupon Convertible Notes due February
15, 2021 (the "Notes") will be convertible into shares of the
Company's common stock from September 16, 2005 until immediately
prior to the effective time of the merger at the conversion rate
then in effect. If the merger occurs, each Note will be convertible
from the effective time of the merger through the 15th day
thereafter into the number of shares of Washington Mutual common
stock and cash that would have been received by the holder of such
Note in the merger if the Note had been converted immediately prior
to the merger. Upon the effectiveness of the merger, Washington
Mutual, through its wholly owned subsidiary, will assume the
Company's obligations under the Indenture, Supplemental Indenture
and the Notes and will, pursuant to Section 5.02 of the
Supplemental Indenture, make an offer to repurchase any and all of
the Notes at a purchase price equal to the issue price thereof plus
accrued original issue discount to, but excluding, the repurchase
date established in accordance with the Supplemental Indenture. The
trustee will provide holders of the Notes with a Notice of
Anticipated Merger with respect to the Notes as of the date of this
press release. For more information or to obtain a copy of such
Notice, please contact the trustee at (800) 275-2048. About
Providian San Francisco-based Providian Financial Corporation
(www.providian.com) is a leading provider of credit cards to
mainstream American consumers throughout the United States. By
combining experience, analysis and technology, Providian seeks to
build long-lasting relationships with its customers by providing
products and services that meet their evolving financial needs.
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