Charlotte, September 15, 2008 — Bank
of America Corporation today announced it has agreed to acquire
Merrill Lynch & Co., Inc. in a $50 billion all-stock transaction
that creates a company unrivalled in its breadth of financial
services and global reach.
"Acquiring one of the premier wealth
management, capital markets, and advisory companies is a great
opportunity for our shareholders,” Bank of America Chairman and
Chief Executive Officer Ken Lewis said. “Together, our companies
are more valuable because of the synergies in our businesses.”
"Merrill Lynch is a great global
franchise and I look forward to working with Ken Lewis and our
senior management teams to create what will be the leading
financial institution in the world with the combination of these
two firms," said John Thain, chairman and CEO of Merrill Lynch.
Under terms of the transaction, Bank
of America would exchange .8595 shares of Bank of America common
stock for each Merrill Lynch common share. The price is 1.8
times stated tangible book value.
Bank of America expects to achieve
$7 billion in pretax expense savings, fully realized by 2012.
The acquisition is expected to be accretive to earnings by 2010.
The transaction is expected to close
in the first quarter of 2009. It has been approved by directors
of both companies and is subject to shareholder votes at both
companies and standard regulatory approvals.
Under the agreement, three directors
of Merrill Lynch will join the Bank of America Board of
Directors.
The combined company would have
leadership positions in retail brokerage and wealth management.
By adding Merrill Lynch’s more than 16,000 financial advisers,
Bank of America would have the largest brokerage in the world
with more than 20,000 advisers and $2.5 trillion in client
assets.
The combination brings global scale
in investment management, including an approximately 50 percent
ownership in BlackRock, which has $1.4 trillion in assets under
management. Bank of America has $589 billion in assets under
management.
Adding Merrill Lynch both enhances
current strengths at Bank of America and creates new ones,
particularly outside of the United States. Merrill Lynch adds
strengths in global debt underwriting, global equities and
global merger and acquisition advice.
After the acquisition, Bank of
America would be the number one underwriter of global high yield
debt, the third largest underwriter of global equity and the
ninth largest adviser on global mergers and acquisitions based
on pro forma first half of 2008 results.
Bank of America was advised by J.C.
Flowers & Co. LLC, Fox-Pitt Kelton Cochran Caronia Wallerand
Bank of America Securities. It was represented by Wachtell,
Lipton, Rosen & Katz. Merrill Lynch was represented by Shearman
& Sterling.
Bank of America
Bank of America is one of the
world's largest financial institutions, serving individual
consumers, small and middle market businesses and large
corporations with a full range of banking, investing, asset
management and other financial and risk-management products and
services. The company provides unmatched convenience in the
United States, serving more than 59 million consumer and small
business relationships with more than 6,100 retail banking
offices, more than 18,500 ATMs and award-winning online banking
with more than 25 million active users. Bank of America offers
industry leading support to more than 4 million small business
owners through a suite of innovative, easy-to-use online
products and services. The company serves clients in more than
150 countries and has relationships with 99 percent of the U.S.
Fortune 500 companies and 83 percent of the Fortune Global 500.
Bank of America Corporation stock (NYSE:BAC) is a component of
the Dow Jones Industrial Average and is listed on the New York
Stock Exchange.
http://www.bankofamerica.com.
Note: Bank of America Chief
Executive Officer Ken Lewis, Chief Financial Officer Joe Price
and Merrill Lynch Chief Executive Officer John Thain will hold a
conference call 8 am Eastern time on Monday, September 15 for
investors. The presentation and supporting materials can be
accessed on the Bank of America Investor Relations Web site at
http://investor.bankofamerica.com. For a listen-only
connection to the conference call, dial 877-585-6241 in the
U.S., and 785-424-1734 from outside the U.S. The conference
passcode is 79795.
Mr. Lewis and Mr. Thain will also
host a press conference at 10 am in the auditorium at Bank of
America’s New York City headquarters, One Bryant Park. A webcast
will be available at
http://investor.bankofamerica.com.
Merrill Lynch
Merrill Lynch is one of the world's
leading wealth management, capital markets and advisory
companies, with offices in 40 countries and territories and
total client assets of approximately $1.6 trillion. As an
investment bank, it is a leading global trader and underwriter
of securities and derivatives across a broad range of asset
classes and serves as a strategic advisor to corporations,
governments, institutions and individuals worldwide. Merrill
Lynch owns approximately half of BlackRock, one of the world's
largest publicly traded investment management companies with
$1.4 trillion in assets under management at June 30, 2008. For
more information on Merrill Lynch, please visit
www.ml.com.
Forward-Looking Statements
This press release contains
forward-looking statements, including statements about the
financial conditions, results of operations and earnings outlook
of Bank of America Corporation. The forward-looking statements
involve certain risks and uncertainties. Factors that may cause
actual results or earnings to differ materially from such
forward-looking statements include, among others, the following:
1) projected business increases following process changes and
other investments are lower than expected; 2) competitive
pressure among financial services companies increases
significantly; 3) general economic conditions are less favorable
than expected; 4) political conditions including the threat of
future terrorist activity and related actions by the United
States abroad may adversely affect the company’s businesses and
economic conditions as a whole; 5) changes in the interest rate
environment and market liquidity reduce interest margins, impact
funding sources and effect the ability to originate and
distribute financial products in the primary and secondary
markets; 6) changes in foreign exchange rates increases
exposure; 7) changes in market rates and prices may adversely
impact the value of financial products; 8) legislation or
regulatory environments, requirements or changes adversely
affect the businesses in which the company is engaged; 9)
changes in accounting standards, rules or interpretations, 10)
litigation liabilities, including costs, expenses, settlements
and judgments, may adversely affect the company or its
businesses; 11) mergers and acquisitions and their integration
into the company; and 12) decisions to downsize, sell or close
units or otherwise change the business mix of any of the
company. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of
the date on which they are made. Bank of America does not
undertake to update forward-looking statements to reflect the
impact of circumstances or events that arise after the date the
forward-looking statements are made. For further information
regarding Bank of America Corporation, please read the Bank of
America reports filed with the SEC and available at
www.sec.gov.
Additional Information About This
Transaction
In connection with the proposed
merger, Bank of America will file with the SEC a Registration
Statement on Form S-4 that will include a joint proxy statement
of Bank of America and Merrill Lynch that also constitutes a
prospectus of Bank of America. Bank of America and Merrill Lynch
will mail the joint proxy statement/prospectus to their
respective stockholders. Bank of America and Merrill Lynch urge
investors and security holders to read the joint proxy
statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information.
You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC’s website
(www.sec.gov).
You may also obtain these documents, free of charge, from Bank
of America’s website (www.bankofamerica.com)
under the tab “About Bank of America ” and then under the
heading “Investor Relations” and then under the item “SEC
Filings.” You may also obtain these documents, free of charge,
from Merrill Lynch’s website (www.ml.com)
under the tab “Investor Relations” and then under the heading
“SEC Filings.”
Proxy Solicitation
Bank of America, Merrill Lynch and
their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies
from stockholders in favor of the merger. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the stockholders in
connection with the proposed merger will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC.
You can find information about Bank of America’s executive
officers and directors in its definitive proxy statement filed
with the SEC on March 19, 2008. You can find information about
Merrill Lynch’s executive officers and directors in its
definitive proxy statement filed with the SEC on March 14, 2008.
You can obtain free copies of these documents from Bank of
America and Merrill Lynch using the contact information above.
contacts
Contact Bank of America:
Kevin Stitt 704.386.5667
Lee McEntire 646.855.1183
Leyla Pakzad 704.386.2024
