First Republic Bank, Merrill Lynch close merger

By Jennifer Chiou

New York, Sept. 21 - Merrill Lynch & Co., Inc. announced that it completed the merger of First Republic Bank into Merrill Lynch Bank & Trust Co., FSB.

First Republic will operate as a division of Merrill Lynch Bank & Trust.

As previously reported, the board of directors of First Republic unanimously adopted the Jan. 29 merger agreement among Merrill Lynch, First Republic and Merrill Lynch Bank & Trust.

Under the merger agreement, First Republic shareholders could have elected to receive cash, or cash and Merrill Lynch common stock, for a total per-share value of $55.00.

Of the 31,576,911 First Republic shares outstanding immediately prior to the closing of the merger:

• 22,017,189 shares, or 69.7%, elected to receive cash;

• 6,707,037 shares, or 21.2%, elected to receive Merrill Lynch common stock; and

• 2,852,685 shares, or 9%, did not make a valid election.

Based on the election results and $75.016, the average closing price of Merrill Lynch stock for the five trading days immediately preceding Sept. 21:

• A stockholder owning 100 First Republic common shares validly electing to receive Merrill Lynch shares would receive 73.32 Merrill Lynch shares as will those who did not make a valid election; and

• A stockholder owning 100 First Republic common shares who made a valid election to receive cash would, as a result of proration, receive a combination of about $3,944 in cash and 20.74 Merrill Lynch common shares.

Under the merger agreement, fractional shares of Merrill Lynch stock will not be issued. Instead, First Republic stockholders will receive cash based on the $75.016 average closing price of Merrill Lynch stock.

Merrill Lynch previously said it expected to issue 9.9 million shares of common stock to First Republic stockholders upon completion of the transaction, according to the company's proxy materials. The total transaction was valued at $1.8 billion.

The agreement included a $65 million termination fee.

First Republic, a San Francisco-based private banking and wealth management firm, will operate as a stand-alone brand within Merrill Lynch, retaining its name, current management structure and headquarters.

Merrill Lynch is a wealth management and capital markets advisory company based in New York.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.