EXHIBIT 99.1
CONTACTS:
MEDIA:
PNC Riggs
Brian E. Goerke Mark Hendrix
(412) 762-4550 (202) 835-5162
corporate.communications@pnc.com mark_hendrix@riggsbank.com
INVESTORS:
William H. Callihan
(412) 762-8257
investor.relations@pnc.com
PNC AND RIGGS ANNOUNCE REVISED MERGER AGREEMENT
PITTSBURGH AND WASHINGTON, D.C., FEBRUARY 10, 2005 - The PNC Financial
Services Group, Inc. (NYSE: PNC) and Riggs National Corporation (NASDAQ:
RIGS) today announced that, as a result of their renewed negotiations, they
have amended and restated the agreement for PNC to acquire Riggs. Under the
terms of the amended agreement, PNC will acquire Riggs for $20.00 per common
share, or approximately $652 million.
"We are looking forward to our entry into the extremely appealing
Washington, D.C. marketplace, and we are confident that the Riggs franchise
will provide us with an excellent platform from which to grow," said James E.
Rohr, chairman and chief executive officer of The PNC Financial Services
Group. "We have assessed the remaining risks to Riggs, and we believe we
have reached a revised agreement that is fair to all parties."
PNC expects the financial impact of the transaction, including the
anticipated internal rate of return and the impact on PNC's earnings per
share, not to differ materially from previously announced expectations
regarding the original transaction structure.
Under the restated terms of the merger agreement, which has been
approved by the boards of directors of both companies, Riggs National
Corporation will merge into The PNC Financial Services Group, Inc. and PNC
Bank N.A. will acquire the assets of Riggs Bank N.A. This change in
structure was effected to mitigate the potential business impact of Riggs
Bank's plea agreement with the Department of Justice.
The amended agreement, which is substantially similar to the original
agreement, values each share of Riggs common stock at approximately $20.00
based on PNC's closing NYSE stock price of $54.58 on February 7, 2005. The
aggregate consideration is composed of a fixed number of approximately 6.4
million shares of PNC common stock and $286 million in cash in exchange for
all 31.8 million Riggs common shares outstanding, subject to adjustment.
Riggs stock options, currently with an aggregate in-the-money value of
approximately $16 million, will be cashed out prior to closing, if not
exercised. Riggs has agreed to dismiss its recently filed lawsuit against
PNC.
The transaction is expected to close as soon as possible, and either
party may terminate the agreement after May 31, 2005 if the transaction has
not closed. The merger remains subject to customary closing conditions,
including regulatory approvals and the approval of Riggs shareholders, the
receipt of exemptions from the Department of Labor and the SEC to mitigate
the potential business impact of Riggs Bank's plea agreement with the
Department of Justice and the absence of an undisclosed material adverse
effect after December 31, 2004. Mr. Joe L. Allbritton's agreement to vote
24.6% of the outstanding shares of Riggs in favor of the transaction remains
applicable.
Sandler O'Neill & Partners L.P. acted as the financial advisor to PNC
and Wachtell, Lipton, Rosen & Katz acted as its legal advisor. Lehman
Brothers, Inc. acted as the financial advisor to Riggs and Sullivan &
Cromwell LLP acted as its legal advisor.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements reflecting PNC's
outlook or expectations with respect to the planned acquisition of Riggs, the
expected costs to be incurred in connection with the acquisition, Riggs's
future performance, and the consequences of the integration of Riggs into
PNC. Forward-looking statements are subject to numerous assumptions, risks
and uncertainties, which change over time. The forward-looking statements in
this press release speak only as of the date of this press release, and PNC
assumes no duty and does not undertake to update them.
In addition to factors previously disclosed in PNC's SEC reports
(accessible on the SEC website at www.sec.gov and on PNC's website at
www.pnc.com) applicable to PNC's business generally (including, upon the
acquisition, those aspects currently operated by Riggs), the forward-looking
statements in this press release are subject to the following risks and
uncertainties:
-- Completion of the transaction is dependent on, among other things,
receipt of stockholder and regulatory approvals, the timing of which
cannot be predicted with precision at this point and which may not be
received at all.
-- The benefits to PNC of the transaction also depend on the nature of
any future developments with respect to Riggs's regulatory and legal
issues, the ability to comply with the terms of all current or future
requirements, including any related action plan, resulting from these
issues, and the extent of related costs.
-- The transaction may be materially more expensive to complete than
anticipated as a result of unexpected factors or events.
-- The integration of Riggs's business and operations into PNC, which
will include conversion of Riggs's different systems and procedures,
may take longer than anticipated or be more costly than anticipated or
have unanticipated adverse results relating to Riggs's or PNC's
existing businesses.
-- The anticipated cost savings of the acquisition may take longer to be
realized or may not be achieved in their entirety.
-- The anticipated benefits to PNC are dependent in part on Riggs's
business performance in the future, and there can be no assurance as
to actual future results, which could be impacted by various factors,
including the risks and uncertainties generally related to PNC's and
Riggs's performance (with respect to Riggs, see Riggs's SEC reports,
also accessible on the SEC website) or due to factors related to the
acquisition of Riggs and the process of integrating it into PNC.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
The PNC Financial Services Group, Inc. and Riggs will file an amended
proxy statement/prospectus and other relevant documents concerning the merger
with the United States Securities and Exchange Commission (the "SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge at the
SEC website (www.sec.gov). In addition, documents filed with the SEC by The
PNC Financial Services Group, Inc. will be available free of charge
from Shareholder Relations at (800) 843-2206. Documents filed with the SEC by
Riggs will be available free of charge from www.riggsbank.com.
The directors, executive officers, and certain other members of
management of Riggs may be soliciting proxies in favor of the merger from its
shareholders. For information about these directors, executive officers,
and members of management, shareholders are asked to refer to Riggs's most
recent annual meeting proxy statement, which is available on Riggs's website
(www.riggsbank.com) and at the addresses provided in the preceding paragraph.
Riggs Bank N.A. is the primary operating subsidiary of Riggs National
Corporation (NASDAQ: RIGS), the largest bank holding company headquartered in
the nation's capital. Riggs commands the largest market share in the District
of Columbia and specializes in banking and financial management products and
services for individuals, nonprofit organizations and businesses.
The PNC Financial Services Group, Inc. is one of the nation's largest
diversified financial services organizations, providing regional community
banking; wholesale banking, including corporate banking, real estate finance
and asset-based lending; wealth management; asset management and global fund
services.
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