Providian (NYSE:PVN)
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From Jun 2019 to Jun 2024
Providian Financial Corporation (NYSE:PVN) today
announced that its Board of Directors has determined October 1, 2005
to be the anticipated effective date of the Company's business
combination with Washington Mutual, Inc. Washington Mutual has elected
under the terms of the merger agreement with the Company to modify the
structure of the transaction such that Providian will merge with and
into a wholly owned subsidiary of Washington Mutual. Holders of the
Company's common stock immediately prior to the effective time of the
merger will receive, for each share of the Company's common stock,
0.4005 shares of Washington Mutual's common stock and cash equal to
the value of 0.0495 shares of Washington Mutual's common stock. The
merger will constitute a "Change of Control" of Providian pursuant to
the Second Supplemental Indenture, between the Company and J.P. Morgan
Trust Company, National Association, as successor trustee, dated
February 15, 2001 (the "Supplemental Indenture"), to the Company's
Indenture dated May 1, 1999 (the "Indenture").
Pursuant to Section 2.01(b)(ii) of the Supplemental Indenture,
Providian's Zero Coupon Convertible Notes due February 15, 2021 (the
"Notes") will be convertible into shares of the Company's common stock
from September 16, 2005 until immediately prior to the effective time
of the merger at the conversion rate then in effect. If the merger
occurs, each Note will be convertible from the effective time of the
merger through the 15th day thereafter into the number of shares of
Washington Mutual common stock and cash that would have been received
by the holder of such Note in the merger if the Note had been
converted immediately prior to the merger.
Upon the effectiveness of the merger, Washington Mutual, through
its wholly owned subsidiary, will assume the Company's obligations
under the Indenture, Supplemental Indenture and the Notes and will,
pursuant to Section 5.02 of the Supplemental Indenture, make an offer
to repurchase any and all of the Notes at a purchase price equal to
the issue price thereof plus accrued original issue discount to, but
excluding, the repurchase date established in accordance with the
Supplemental Indenture.
The trustee will provide holders of the Notes with a Notice of
Anticipated Merger with respect to the Notes as of the date of this
press release. For more information or to obtain a copy of such
Notice, please contact the trustee at (800) 275-2048.
About Providian
San Francisco-based Providian Financial Corporation
(www.providian.com) is a leading provider of credit cards to
mainstream American consumers throughout the United States. By
combining experience, analysis and technology, Providian seeks to
build long-lasting relationships with its customers by providing
products and services that meet their evolving financial needs.