Capital One Financial Corporation (NYSE: COF) and Discover
Financial Services (NYSE: DFS) today announced that each company’s
respective stockholders have voted to approve Capital One’s
previously announced acquisition of Discover at each company’s
Special Meeting of Stockholders (the “Special Meeting”).
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Special Meeting Stockholder Vote Results
- Capital One: More than 99.8% of the Capital One shares
voted at the Capital One Special Meeting were voted in favor of the
transaction, representing 85.1% of the total number of outstanding
shares of Capital One common stock as of December 27, 2024, the
record date for Capital One’s Special Meeting.
- Discover: More than 99.3% of the Discover shares voted
at the Discover Special Meeting were voted in favor of the
transaction, representing approximately 81.6% of the total number
of outstanding shares of Discover common stock as of December 27,
2024, the record date for Discover’s Special Meeting.
Stockholder approval marks an important milestone in the process
to combine Capital One and Discover, two mission-driven companies
with proven track records of delivering best-in-class solutions for
consumers, small businesses, merchants and communities.
Additional Merger Agreement Conditions
Capital One anticipates that the transaction will close in early
2025, subject to approval by the Board of Governors of the Federal
Reserve System and the Office of the Comptroller of the Currency,
and other customary closing conditions.
As previously announced, the Delaware State Bank Commissioner
approved Capital One’s proposed acquisition of Discover on December
18, 2024.
Further information on Capital One’s agreement to acquire
Discover can be found at www.capitalonediscover.com.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a
financial holding company which, along with its subsidiaries, had
$362.7 billion in deposits and $490.1 billion in total assets as of
December 31, 2024. Headquartered in McLean, Virginia, Capital One
offers a broad spectrum of financial products and services to
consumers, small businesses and commercial clients through a
variety of channels. Capital One, N.A. has branches and Cafés
located primarily in New York, Louisiana, Texas, Maryland, Virginia
and the District of Columbia. A Fortune 500 company, Capital One
trades on the New York Stock Exchange under the symbol “COF” and is
included in the S&P 100 index.
Additional information about Capital One can be found at Capital
One About at www.capitalone.com/about.
About Discover
Discover Financial Services (NYSE: DFS) is a digital banking and
payment services company with one of the most recognized brands in
U.S. financial services. Since its inception in 1986, the company
has become one of the largest card issuers in the United States.
Discover issues the Discover® card, America’s cash rewards pioneer,
and offers personal loans, home loans, checking and savings
accounts and certificates of deposit through its banking business.
It operates the Discover Global Network® comprised of Discover
Network, with millions of merchants and cash access locations;
PULSE®, one of the nation’s leading ATM/debit networks; and Diners
Club International®, a global payments network with acceptance
around the world. For more information, visit
www.discover.com/company.
Forward Looking Statements
Information in this communication, other than statements of
historical facts, may constitute forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, statements
about the benefits of the proposed transaction between Capital One
Financial Corporation (“Capital One”) and Discover Financial
Services (“Discover”), statements related to the expected timing of
the completion of the transaction, statements about the combined
company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts. Forward-looking
statements may be identified by terminology such as “may,” “will,”
“should,” “targets,” “scheduled,” “plans,” “intends,” “goal,”
“anticipates,” “expects,” “believes,” “forecasts,” “outlook,”
“estimates,” “potential,” or “continue” or negatives of such terms
or other comparable terminology.
All forward-looking statements are subject to risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of Capital One or Discover to differ
materially from any results expressed or implied by such
forward-looking statements. Such factors include, among others, (1)
the risk that the cost savings and any revenue synergies and other
anticipated benefits from the transaction may not be fully realized
or may take longer than anticipated to be realized, the risk that
revenues following the transaction may be lower than expected
and/or the risk that certain expenses, such as the provision for
credit losses, of Discover, or Capital One following the
transaction, may be greater than expected, (2) disruption to the
parties’ businesses as a result of the announcement and pendency of
the transaction, (3) the risk that the integration of Discover’s
business and operations into Capital One, including the integration
into Capital One’s compliance management program, will be
materially delayed or will be more costly or difficult than
expected, or that Capital One is otherwise unable to successfully
integrate Discover’s businesses into its own, including as a result
of unexpected factors or events, (4) the possibility that the
requisite regulatory approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all, or
are obtained subject to conditions that are not anticipated (and
the risk that requisite regulatory approvals may result in the
imposition of conditions that could adversely affect Capital One or
the expected benefits of the transaction following the closing of
the transaction), (5) reputational risk and the reaction of each
company’s customers, suppliers, employees or other business
partners to the transaction, (6) the failure of the closing
conditions in the merger agreement to be satisfied, or any
unexpected delay in completing the transaction or the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement, (7) the dilution caused by
the issuance of additional shares of Capital One’s common stock in
connection with the transaction, (8) the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, (9) risks
related to management and oversight of the expanded business and
operations of Capital One following the transaction due to the
increased size and complexity of its business, (10) the possibility
of increased scrutiny by, and/or additional regulatory requirements
of, governmental authorities as a result of the transaction or the
size, scope and complexity of Capital One’s business operations
following the transaction, (11) the outcome of any legal or
regulatory proceedings that may be currently pending or later
instituted against Capital One before or after the transaction, or
against Discover, (12) the risk that expectations regarding the
timing, completion and accounting and tax treatments of the
transaction are not met, (13) the risk that any announcements
relating to the transaction could have adverse effects on the
market price of Capital One’s common stock, (14) certain
restrictions during the pendency of the transaction, (15) the
diversion of management’s attention from ongoing business
operations and opportunities, (16) Capital One’s and Discover’s
success in executing their respective business plans and strategies
and managing the risks involved in the foregoing, (17) effects of
the announcement, pendency or completion of the transaction on
Capital One’s or Discover’s ability to retain customers and retain
and hire key personnel and maintain relationships with Capital
One’s and Discover’s suppliers and other business partners, and on
Capital One’s and Discover’s operating results and businesses
generally, (18) general competitive, economic, political and market
conditions and other factors that may affect future results of
Capital One and Discover, including changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; the impact,
extent and timing of technological changes; capital management
activities and (19) any other factors that may affect Capital One’s
future results or the future results of Discover; and other actions
of the Federal Reserve Board and legislative and regulatory actions
and reforms. Additional factors which could affect future results
of Capital One and Discover can be found in Capital One’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, and Discover’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K
(and any amendments to those documents), in each case filed with
the SEC and available on the SEC’s website at http://www.sec.gov.
Capital One and Discover disclaim any obligation and do not intend
to update or revise any forward-looking statements contained in
this communication, which speak only as of the date hereof, whether
as a result of new information, future events or otherwise, except
as required by federal securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250218801701/en/
Media Relations Sie Soheili sie.soheili@capitalone.com
Matthew Towson matthewtowson@discover.com Investor
Relations Danielle Dietz
danielle.dietz@capitalone.com
Erin Stieber investorrelations@discover.com
Capital One Financial (NYSE:COF)
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Capital One Financial (NYSE:COF)
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