EXHIBIT 99.1
[BANK OF THE WEST LOGO] [COMMERCIAL FEDERAL BANK LOGO]
FOR IMMEDIATE RELEASE MEDIA CONTACTS:
BANCWEST CORPORATION:
John Stafford (415) 765-4850
Gerry Keir (808) 525-7086
COMMERCIAL FEDERAL CORPORATION:
Hal Garyn (402) 514-5336 (analysts)
Roger Lewis (402) 514-5315 (media)
BANCWEST CORPORATION ANNOUNCES ACQUISITION
OF COMMERCIAL FEDERAL CORPORATION BY BANK OF THE WEST
(SAN FRANCISCO, Calif. and OMAHA, Neb., June 13, 2005) -- BancWest Corporation
announced today that its Bank of the West subsidiary has signed a definitive
agreement to acquire Commercial Federal Corporation (NYSE: CFB). In a cash
transaction valued at $1.36 billion, Bank of the West will pay $34 for each
Commercial Federal share, with a special 50-cent-per-share dividend paid at
closing.
Omaha-based Commercial Federal is the parent company of Commercial Federal Bank,
the nation's 12th-largest thrift, which operates 198 branches in seven states in
the Midwest, Colorado and Arizona. As of March 31, 2005, Commercial Federal
Corporation had total assets of $10.4 billion, deposits of $6.5 billion and
loans of $7.8 billion. In 2004, the company earned $76.4 million.
BancWest Corporation, whose principal subsidiaries are Bank of the West and
First Hawaiian Bank, is the seventh largest bank holding company operating in
the Western United States with assets of $51.4 billion. BancWest is a wholly
owned subsidiary of BNP Paribas, which has previously announced plans to
increase its retail banking presence in the Western United States. The
transaction solidifies BancWest's position in the Midwest and adds significant
market share in several major metropolitan areas.
After the deal closes, Commercial Federal branches will become part of San
Francisco-based Bank of the West, which will be the third largest commercial
bank headquartered west of the Mississippi River. The acquisition will add three
new states (Missouri, Oklahoma and Kansas) to BancWest's branch footprint.
Following the acquisition, BancWest will have approximately $64 billion in
assets and serve more than 4 million customer accounts through 739 locations in
20 states.
"Commercial Federal's service-oriented philosophy is a perfect match for Bank of
the West. It's a logical extension of Bank of the West's expansion into the
Midwest begun with last year's acquisition of Community First Bankshares," said
BancWest President and Chief Executive Officer Don J. McGrath.
"Commercial Federal operates in high-growth retail markets that complement our
existing footprint and provide us with opportunities for additional fill-in
acquisitions. We'll add dramatically to our market share in Denver - we'll have
nearly 100 Colorado branches. We will also become one of the leading banks in
Omaha and Des Moines.
"Although the sign on the door will change, Commercial Federal customers will
find the same familiar faces in their branches. And they'll receive the same
personal service they expect, because that's been a Bank of the West tradition
since 1874," said McGrath, who is also chairman and chief executive officer of
Bank of the West.
"Commercial Federal has already begun to make a transition from a traditional
thrift to a commercial bank, and we see opportunities as we continue along that
path to offer a broader array of business banking and consumer products,"
McGrath said.
William Fitzgerald, Commercial Federal chairman and chief executive officer,
said: "This merger offers a compelling value for our shareholders and provides
an opportunity for our employees to join another strong and caring company that
is growing rapidly. Our customers will have access to a wider selection of
products and services in consumer and commercial banking, investments and
insurance. I know Bank of the West has the same commitment that we have to
supporting the communities where they do business. We're pleased that this
tradition of community support will continue here in Omaha and everywhere
Commercial Federal operates."
The purchase price represents 1.8 times book value, 14.8 times consensus 2006
earnings and a 27 percent premium to the average closing price of Commercial
Federal stock over the past six months.
The boards of directors of BNP Paribas, BancWest Corporation and Commercial
Federal Corporation have approved the transaction. The merger requires approval
from Commercial Federal shareholders and federal and state banking regulators.
Once all approvals have been received, the merger is expected to close in the
fourth quarter of this year.
BancWest's track record - 15 acquisitions across 17 states since 1990 -
demonstrates its ability to manage integrations seamlessly, McGrath said. Its
most recent acquisitions were the 2002 purchase of United California Bank ($10.5
billion assets, 115 branches in California) and last year's purchase of
Community First Bankshares ($5.5 billion assets, 166 locations in 12 states) and
USDB Bancorp ($1.2 billion assets, 19 California branches).
"With each acquisition, we've added assets and customers and improved our
operating efficiency," McGrath added.
ABOUT COMMERCIAL FEDERAL CORPORATION
Commercial Federal Corporation (NYSE:CFB) is the parent company of Commercial
Federal Bank (www.comfedbank.com), a $10.4-billion federal savings bank founded
in Omaha in 1887. It has 198 branches in Nebraska, Iowa, Colorado, Kansas,
Oklahoma, Missouri and Arizona. Commercial Federal operations include consumer
and commercial banking services, including retail banking, commercial and
industrial lending, small business banking, construction lending, cash
management, and insurance and investment services.
ABOUT BANK OF THE WEST
Bank of the West (WWW.BANKOFTHEWEST.COM), which is based in San Francisco, has
$41.0 billion in assets. It has 480 banking locations in 16 Western and
Midwestern states: California, Oregon, Washington, Idaho, Nevada, Utah, Arizona,
New Mexico, Colorado, Wyoming, Nebraska, North and South Dakota, Minnesota, Iowa
and Wisconsin. Founded in San Jose, California in 1874 as Farmers National Gold
Bank, Bank of the West is the fourth-largest commercial bank headquartered west
of the Mississippi.
ABOUT BANCWEST
BancWest Corporation (WWW.BANCWESTCORP.COM) is a bank holding company with
assets of $51.4 billion and headquarters offices in Honolulu, Hawaii, and San
Francisco, California. Besides Bank of the West, BancWest's other principal
subsidiary is First Hawaiian Bank (56 branches in Hawaii, three in Guam and two
in Saipan). BancWest is a wholly owned subsidiary of BNP Paribas
(WWW.BNPPARIBAS.COM), a European leader in banking and financial services, with
a significant and growing presence in the United Sates and leading positions in
Asia. The most profitable bank in the Euro zone, it has a presence in over 85
countries with close to 100,000 employees.
# # #
This release contains forward-looking statements, including statements regarding
anticipated timing of the transaction and possible performance of the combined
company after the transaction is completed. Such statements reflect management's
best judgment as of this date, but they involve risks and uncertainties that
could cause actual results to differ materially from those presented. Factors
that could cause such differences include, without limitation: (1) the
possibility that regulatory approvals may be delayed or denied or that
burdensome conditions may be imposed in connection with such approvals; (2) the
possibility of customer or employee attrition following this transaction; (3)
failure to fully realize expected cost savings from the transaction; (4) lower
than expected revenues following the transaction; (5) problems or delays in
bringing together the two companies; (6) the possibility of adverse changes in
global, national or local economic or monetary conditions, (7) competition and
change in the financial services business, and (8) other factors described in
our recent filings with the Securities and Exchange Commission. Those factors or
others could result, for example, in delay or termination of the transaction
discussed above. Readers should carefully consider those risks and uncertainties
in reading this release. Except as otherwise required by law, BancWest and
Commercial Federal Corporation disclaim any obligation to update any
forward-looking statements included herein to reflect future events or
developments.
# # #
In connection with the proposed transaction, Commercial Federal will be filing
proxy statements and other materials with the Securities and Exchange
Commission. Investors are urged to read the proxy statement and these materials
when they are available because they contain important information.
# # #
Commercial Federal and its officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction matters. Information regarding such individuals is included in
Commercial Federal's proxy statements and Annual Reports on Form 10-K previously
filed with the Securities and Exchange Commission, and in the proxy statement
relating to the merger when it becomes available. Investors may obtain a free
copy of the proxy statements and other relevant documents when they become
available as well as other materials filed with the Securities and Exchange
Commission concerning Commercial Federal and these individuals at the Securities
and Exchange Commission's website at http://www.sec.gov. These materials and
other documents may also be obtained for free from Commercial Federal
Corporation by sending an e-mail to investorrelations@commercialfed.com.
# # #