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SunTrust Banks, Inc. and National Commerce Financial Corporation
Announce Date of Shareholders' Meetings to Vote on Merger
ATLANTA and MEMPHIS, Tenn., Aug. 4 /PRNewswire-FirstCall/ -- SunTrust Banks,
Inc. (NYSE:STI) and National Commerce Financial Corporation (NYSE:NCF)
announced today that each company will hold separate meetings of its
shareholders on September 15, 2004, at which time NCF's shareholders will vote
to approve the merger between SunTrust and NCF, and SunTrust's shareholders
will vote to approve the issuance of shares of SunTrust common stock to NCF
shareholders in the merger. Assuming shareholder approvals, regulatory
approvals and the satisfaction of other customary closing conditions, the
proposed merger is anticipated to close in the fourth quarter.
On August 4, 2004, the registration statement relating to the issuance of
SunTrust common stock in the merger was declared effective by the Securities
and Exchange Commission. Proxy statements for the respective shareholders'
meetings are expected to be mailed on or about August 6, 2004 to all
shareholders of SunTrust Banks, Inc. and National Commerce Financial
Corporation as of July 30, 2004, the record date for each company.
As previously announced, on May 7, 2004, SunTrust and NCF executed a definitive
merger agreement. Under the terms of the definitive agreement, NCF
shareholders will have the right, subject to a proration adjustment, to elect
to receive their merger consideration in the form of SunTrust common stock or
cash. Subject to this proration adjustment, NCF shareholders will receive, in
exchange for each share of NCF common stock they hold, consideration equal to
the sum of: (i) 0.3713 multiplied by the average of the closing prices on the
NYSE for SunTrust common stock during the five trading days ending the day
before completion of the merger plus (ii) $8.625. The number of shares of
SunTrust common stock that will be issued in the merger is expected to be
approximately 75.4 million and the aggregate cash to be paid is fixed at $1.8
billion.
About SunTrust Banks, Inc.
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of the nation's
largest commercial banking organizations. As of June 30, 2004 SunTrust had
total assets of $128.1 billion and total deposits of $85.5 billion. The
company operates through an extensive distribution network primarily in
Florida, Georgia, Maryland, Tennessee, Virginia and the District of Columbia
and also serves customers in selected markets nationally. Its primary
businesses include deposit, credit, trust and investment services. Through
various subsidiaries the company provides credit cards, mortgage banking,
insurance, brokerage and capital markets services. SunTrust's Internet address
is http://www.suntrust.com/ .
About National Commerce Financial Corporation
National Commerce Financial Corporation, headquartered in Memphis, Tennessee,
is a sales and marketing organization that delivers select financial and
consulting services through a national network of banking and non-banking
affiliates. With $23 billion in assets, NCF operates almost 500 branches in 14
of the nation's fastest growing metropolitan areas throughout the southeast.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, SunTrust's plans, objectives, expectations and
intentions and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of SunTrust's and NCF's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. The
following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
closing stock prices of SunTrust common stock proximate to the completion of
the merger; and the failure of SunTrust and NCF shareholders to approve the
merger. Additional factors that could cause SunTrust's and NCF's results to
differ materially from those described in the forward-looking statements can be
found in the 2003 Annual Reports on Form 10-K of SunTrust and NCF, and in the
Quarterly Reports on Form 10-Q of SunTrust and NCF filed with the Securities
and Exchange Commission and available at the Securities and Exchange
Commission's internet site ( http://www.sec.gov/ ). The forward- looking
statements in this press release speak only as of the date of the filing, and
neither SunTrust nor NCF assumes any obligation to update the forward-looking
statements or to update the reasons why actual results could differ from those
contained in the forward-looking statements.
Additional Information and Where to Find It:
Shareholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available because it will contain
important information. Shareholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about SunTrust and NCF, without charge, at the Securities and
Exchange Commission's internet site ( http://www.sec.gov/ ). Copies of the
joint proxy statement/prospectus and the filings with the Securities and
Exchange Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to SunTrust Banks, Inc., 303 Peachtree St., N.E., Atlanta, Georgia
30308; Attention: Investor Relations; or National Commerce Financial
Corporation, One Commerce Square, Memphis, Tennessee, 38159; Attention:
Investor Relations.
The respective directors and executive officers of SunTrust and NCF and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding SunTrust's directors and
executive officers is available in the proxy statement filed with the
Securities and Exchange Commission by SunTrust on March 2, 2004, and
information regarding NCF's directors and executive officers is available in
the proxy statement filed with the Securities and Exchange Commission by NCF on
March 17, 2004. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.
DATASOURCE: SunTrust Banks, Inc.
CONTACT: Barry Koling of SunTrust Banks, Inc., +1-404-230-5268; or Jekka
Pinckney of National Commerce Financial Corp., +1-901-523-3525
Web site: http://www.suntrust.com/