M&A: Discover Financial Services

Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525002190

Comments: This joint proxy statement/prospectus outlines the proposed merger between Discover Financial Services and Capital One Financial Corporation, following the unanimous approval of the merger agreement by both companies' boards of directors. The first step involves Vega Merger Sub, Inc. merging with Discover, establishing Discover as the surviving corporation. The second step sees Discover merging with Capital One, with Capital One becoming the surviving entity. Each share of Discover common stock will exchange for 1.0192 shares of Capital One common stock, leading to an estimated merger consideration of approximately $35.3 billion. The overall structure of equity ownership post-merger is expected to allocate about 60% to former Capital One stockholders and 40% to former Discover stockholders. The implementation of the merger requires stockholder approvals in special meetings scheduled for February 18, 2025. Additional proposals for consideration include advisory votes on executive compensation related to the merger and the possibility of adjournments if necessary. Both parties strongly endorse the merger, and detailed information about the tax implications and other legal aspects is provided.

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Form Type: 425

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000119312524282059

Comments: Discover Financial Services filed a communication regarding its merger with Capital One, which received regulatory approval from the Delaware State Bank Commissioner. This approval is viewed as a critical milestone in the merger process. Both companies plan to hold their respective shareholder meetings on February 18, 2025, allowing shareholders to vote on the transaction. The anticipated closing of the merger is expected in early 2025, pending the completion of additional regulatory requirements. The document includes forward-looking statements based on current management beliefs and highlights potential risks that could impact the outcomes.

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