Wells Fargo to Buy Wachovia for $15.1 Billion

http://www.cnbc.com/id/27005847

Wells Fargo and Wachovia agreed to merge, in a transaction requiring no financial assistance from the government, the two banks said on Friday.

Prior to receiving the Wells Fargo proposal, Wachovia had been negotiating with Citigroup [C 22.50 --- UNCH (0) ] to complete a transaction supervised by the Federal Deposit Insurance Corporation (FDIC) that included assistance from the government.

"For Citigroup, this is a real loss...this was a deal that was going to save them as much as it was saving Wachovia," Cassandra Toroian, Chief Investment Officer at Bell Rock Capital, told Reuters.

"I think it was a really smart move by Wachovia to entertain a Wells Fargo, obviously unsolicited, bid. I guess they figured they were doing the right thing for shareholders," Toroian added. "I think it's a better deal for them."

Under the agreement, Wells Fargo will acquire all outstanding shares of common stock of Wachovia in a stock-for-stock transaction, the banks said in a statement. Wells Fargo will acquire all of Wachovia Corporation, including its preferred equity and indebtedness, and all its banking deposits.

"This deal enables us to keep Wachovia intact and preserve the value of an integrated company, without government support," said Wachovia President and Chief Executive Robert Steel.

The all-stock deal values Wachovia [WB 3.91 --- UNCH (0) ] at $7 a share, or around $15.1 billion, based on Wells Fargo's [WFC 35.16 --- UNCH (0) ] closing stock price of $35.16 on Thursday, the banks said.

"This is an example of separating the winners and the losers in financial services, so looks like strong hands are coming in, in the form of Wells, and shaking things up a little bit," Peter Fisher, managing director at BlackRock, told CNBC.

Wachovia shares were up 64 percent to $6.42 before the bell. Futures rose after the news.

Under the terms of the deal, Wachovia shareholders will receive 0.1991 share of Wells Fargo common stock in exchange for each share of Wachovia common stock.

Wells Fargo said it expects to incur merger and integration charges of approximately $10 billion and it plans to issue up to $20 billion of new Wells Fargo securities, primarily common stock.

The agreement requires the approval of Wachovia shareholders and customary approvals of regulators.

The deal is expected to add to earnings per share in the first year of operations, Wells Fargo said.

"It's better for Citi to go it alone right now," said Christopher Whalen, senior vice president and managing director at Institutional Risk Analytics.

The combined company would base its East Coast retail and commercial and corporate banking business in Charlotte, North Carolina. St. Louis will remain the headquarters of Wachovia Securities.

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