National Commerce (NYSE:NCF)
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SunTrust and National Commerce Financial Corporation Announce
Preliminary Results of Election Regarding Merger
ATLANTA, Sept. 20 /PRNewswire-FirstCall/ -- SunTrust Banks, Inc. (NYSE:STI)
and National Commerce Financial Corporation (NYSE:NCF) today announced the
preliminary results of elections made by NCF stockholders as to the form of
merger consideration to be received in the pending merger of NCF and SunTrust.
Of the 206,366,802 shares of NCF stock outstanding as of September 14, 2004:
-- 22,397,182 of the shares, or 10.85 percent, elected to receive cash,
-- 149,670,468 of the shares, or 72.53 percent, elected to receive
SunTrust stock; and
-- 34,299,152 of the shares, or 16.62 percent, did not make a valid
election.
Based on preliminary election results and the average closing price of SunTrust
common stock of $67.90 for the five-day period ending on Friday, September 17,
2004, and applying the proration provisions set forth in the merger agreement,
the merger consideration to be received would be as follows:
-- stockholders making an election to receive cash would receive
approximately $33.84 in cash (the "cash consideration") per NCF share;
-- stockholders making an election to receive stock would receive 0.4983
shares of SunTrust common stock (the "stock consideration") per NCF
share; and
-- non-electing stockholders would receive the cash consideration with
respect to approximately 90% of the NCF shares they own and the stock
consideration with respect to their remaining NCF shares.
The actual merger consideration will be computed using the formula in the
merger agreement and will be based on, among other things, the actual number of
shares of National Commerce Financial Corporation common stock outstanding
immediately prior to the closing date, the results of the election process, and
the value of SunTrust common stock for the five trading days immediately
preceding the date of the effective time of the merger. A press release
announcing the final merger consideration will be issued after the final merger
consideration is determined.
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.
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/ .
DATASOURCE: SunTrust Banks, Inc.
CONTACT: Mike McCoy of SunTrust Banks, Inc., +1-404-588-7230; or Eileen
Sarro of National Commerce Financial Corp., +1-901-523-3605
Web site: http://www.suntrust.com/