Wfs Financial (NASDAQ:WFSI)
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Westcorp (NYSE:WES) today announced that at the special
meeting for Westcorp shareholders, the shareholders approved the
Agreement and Plan of Merger, as amended and restated, dated as of
September 12, 2005 (the "Merger Agreement"), among Wachovia
Corporation, Westcorp, Western Financial Bank and WFS Financial Inc,
and the merger of Westcorp with and into Wachovia, with Wachovia as
the surviving corporation. Over 99% of the votes cast at the special
meeting were voted in favor of approving the Merger Agreement and the
Westcorp merger.
In addition, WFS Financial Inc (NASDAQ:WFSI), today announced that
at the special meeting for WFS Financial shareholders, the
shareholders approved the Merger Agreement, and the acquisition of WFS
Financial by Wachovia through the merger of WFS Financial with a newly
formed subsidiary, with WFS Financial as the surviving corporation.
Over 99% of the votes cast at the special meeting (excluding votes
associated with shares held by Westcorp and its affiliates) were voted
in favor of approving the Merger Agreement and the WFS Financial
merger.
Each company also announced that the Federal Trade Commission
granted early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, effective as of
January 3, 2006. The transactions are expected to close in the first
quarter of 2006, subject to the receipt of certain regulatory
approvals.
Additional Information
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act, as amended.
Forward-looking statements are identified by the use of terms and
phrases such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "predict," "project," "will," and
similar terms and phrases, including references to assumptions.
Forward-looking statements in this document include statements
regarding the proposed mergers.
These statements are subject to uncertainties and factors relating
to Westcorp and WFS Financial's operations and business environment,
all of which are difficult to predict and many of which are beyond its
control that could cause actual results to differ materially from
those expressed in or implied by these forward-looking statements. The
following factors are among those that may cause actual results to
differ materially from the forward-looking statements: receipt of the
requisite regulatory approvals, including the approval of applicable
banking regulators; receipt of opinions as to the tax treatment of the
mergers; listing on the New York Stock Exchange, subject to notice of
issuance, of Wachovia's common stock to be issued in the mergers;
actual or potential litigation; the exercise of discretionary
authority by regulatory agencies; and the satisfaction of certain
other conditions. Westcorp and WFS Financial can provide no assurances
that the Westcorp merger or the WFS Financial merger will close when
expected, if at all. A further list of risks, uncertainties and other
matters can be found in Westcorp's and WFS Financial's filings with
the SEC. If one or more of these risks or uncertainties materialize,
or if underlying assumptions prove incorrect, Westcorp's and WFS
Financial's actual results may vary materially from those expected,
estimated or projected. The information contained in this document is
as of the date of this document. Westcorp and WFS Financial assume no
obligation to update any forward-looking statements to reflect future
events or circumstances.
Wachovia has filed a registration statement, which includes a
definitive joint proxy statement-prospectus for each of Westcorp and
WFS Financial, and each of Wachovia, Westcorp and WFS Financial may
file other relevant documents concerning the proposed mergers with the
SEC. The registration statement containing the definitive joint proxy
statement-prospectus was declared effective by the SEC on November 22,
2005. Shareholders are urged to read the definitive joint proxy
statement-prospectus and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because those documents will contain important information about
Wachovia, Westcorp, WFS Financial, the proposed mergers and
transactions contemplated thereby and related matters. You can obtain
a free copy of the definitive joint proxy statement-prospectus, as
well as other filings containing information about Wachovia, Westcorp
and WFS Financial, at the SEC's website (http://www.sec.gov). You can
also obtain these documents, free of charge, at Wachovia's website
(http://www.wachovia.com) under the tab "Inside Wachovia -- Investor
Relations" and then under the heading "Financial Reports -- SEC
Filings". Copies of the definitive joint proxy statement-prospectus,
and SEC filings that are incorporated by reference therein, can also
be obtained, free of charge, by directing a request to Wachovia
Corporation, Investor Relations, One Wachovia Center, 301 South
College Street, Charlotte, NC 28288-0206, (704)-374-6782; or to
Westcorp or WFS Financial, Attn: Investor Relations, 23 Pasteur,
Irvine, CA 92618, (949)-727-1002.