[Wells Fargo Letterhead]
FOR IMMEDIATE RELEASE
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Mon., Nov. 13, 1995
WELLS FARGO INCREASES OFFER FOR FIRST INTERSTATE;
ANNOUNCES EXCHANGE OFFER FOR COMMON STOCK
INTENDS TO BEGIN CONSENT AND PROXY SOLICITATIONS
SAN FRANCISCO -- Wells Fargo & Co. (NYSE: WFC) today announced that it
intends to take its offer to acquire First Interstate Bancorp (NYSE: I) directly
to the stockholders of First Interstate by beginning an exchange offer. Wells
Fargo will offer stockholders of First Interstate an opportunity to tender their
shares in an exchange offer in which each First Interstate share tendered would
be exchanged for two-thirds of a share of Wells Fargo common stock.
Based on the closing price of Wells Fargo common stock on November 10, the
value of the exchange offer is $143.58 per share of First Interstate common
stock. First Interstate has approximately 75.7 million shares outstanding,
giving the transaction a total value of approximately $10.9 billion.
"Our offer is superior to First Bank System's and we believe it is too
compelling to ignore," said Paul Hazen, chairman of Wells Fargo & Co. "Our
Board and major stockholders are fully supportive of the steps we are announcing
today and are determined that Wells Fargo be successful in acquiring First
Interstate. We are convinced that First Interstate stockholders will appreciate
the extraordinary value of our proposal."
The terms and conditions of the exchange offer are to be set forth in a
registration statement that will be filed promptly with the Securities and
Exchange Commission (SEC). The exchange offer will begin when the registration
statement is declared effective by the SEC. The exchange offer will be
conditioned on, among other things, the acquisition of a majority of First
Interstate common stock, the redemption or invalidation of First Interstate's
"poison pill", receipt of all necessary governmental regulatory approvals and
consents, and approval by Wells Fargo stockholders of the issuance of Wells
Fargo shares in the exchange offer.
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Wells Fargo intends to file an application today with the Federal Reserve
Bank of San Francisco to approve the acquisition by Wells Fargo of First
Interstate under the Bank Holding Company Act of 1956. The Company anticipates
no difficulty in obtaining approval by the Federal Reserve Board on a timely
basis, and is committed to making all appropriate divestitures.
In addition, Wells Fargo said that it anticipates filing preliminary
materials with the SEC for the solicitation of written consents from
stockholders of First Interstate to remove First Interstate's current board of
directors and to replace them with nominees of Wells Fargo who are committed to
removing any impediments to the consummation of the acquisition of First
Interstate by Wells Fargo.
Wells Fargo also intends to file preliminary proxy materials with the SEC.
These would be used in connection with the solicitation of First Interstate
stockholders for proxies to vote against approval of the merger with First Bank
System at any meeting of stockholders of First Interstate to be called to
consider that merger proposal.
Finally, Wells Fargo today is filing a complaint against First Interstate,
First Interstate's Board of Directors and First Bank System in the Delaware
Chancery Court. The complaint seeks to invalidate the break-up fees and lock-up
option granted to First Bank System by First Interstate. In addition, the
complaint seeks injunctive relief requiring the First Interstate Board to redeem
the First Interstate poison pill and to prevent First Interstate from using
anti-takeover devices or taking other actions intended to impede or delay the
acquisition of First Interstate by Wells Fargo.
"We want to do everything we can to keep California banking strong and to
keep banking headquarters in our state, not thousands of miles away," said
Hazen. "We strongly believe that our merger proposal serves the best interests
of California's many constituents. Our combined companies will bolster
competition, bring customers a wider range of products and services and create
the potential for new jobs. We believe stockholders deserve the opportunity to
vote on the merits of each merger proposal."
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NOTE TO EDITORS: FOLLOWING THIS RELEASE IS THE FULL TEXT OF A LETTER BEING
DELIVERED TODAY BY PAUL HAZEN TO WILLIAM SIART, CHAIRMAN AND CEO OF FIRST
INTERSTATE BANCORP.
November 13, 1995
Mr. William Siart
Chairman and Chief Executive Officer
First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071
Dear Bill:
We were disappointed to learn that First Interstate had agreed to merge
with First Bank System in a transaction that would offer First Interstate
stockholders less value than they would receive pursuant to our then pending
merger proposal, which offered .65 of a share of Wells Fargo common stock for
each share of First Interstate common stock. From our prior conversations you
know how determined Wells Fargo is to combine the operations of our two
companies. We remain more determined than ever. Accordingly, Wells Fargo today
announced that it intends to file with the Securities and Exchange Commission a
registration statement with respect to an exchange offer pursuant to which Wells
Fargo will offer to exchange 2/3 of a share of Wells Fargo common stock for each
outstanding share of First Interstate common stock.
We note that your agreement with First Bank System authorized First
Interstate to terminate it if your "Board of Directors, after having consulted
with and considered the advice of outside legal counsel, reasonably determines
in good faith that such action is necessary in the exercise of its fiduciary
duties under applicable laws". In light of the higher value of the proposal we
intend to make directly to your stockholders, it is our firm conviction that the
fiduciary duties owed by your Board to First Interstate stockholders compel your
Board to exercise that termination right forthwith.
As you know, our strong preference is to combine our two companies in a
transaction endorsed by First Interstate's Board of Directors. In that
connection, Wells Fargo would be prepared to enter into a merger agreement with
First Interstate providing your stockholders with the same consideration as
offered in our exchange offer, and we would not seek any break-up fees or lock-
up options.
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In the event that your Board of Directors would rather not terminate the
agreement with First Bank System, if you and First Bank System would agree, we
would agree to a different process by which Wells Fargo and First Bank System
would each be given 10 days to submit its best and final merger proposal, and
First Interstate would agree to submit both proposals promptly to its
stockholders in a manner fair and acceptable to both bidders so that the
stockholders would be able to decide for themselves which proposal is in their
best interests. Your Board would approve each proposal, in the alternative, for
Delaware law purposes.
As you know, the economic benefit to our respective stockholders that can
be generated from the combination of our two companies is enormous, and far
outstrips the benefits of a First Interstate - First Bank System combination.
As a result, we are confident that the First Interstate Board and its advisors
will conclude that our proposal, evaluated on an impartial basis, offers
significantly more value to First Interstate stockholders than the First Bank
System transaction.
We look forward to receiving your prompt response.
Enclosed is a copy of the press release we are issuing today about our
exchange offer and related matters.
Sincerely,
Paul Hazen
Chairman and CEO
Enclosure
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