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On October 27, 2003, the Corporation and FleetBoston Financial Corporation (FleetBoston) announced a definitive agreement to merge. The merger will be a stock-for-stock transaction currently estimated to be approximately $46.0 billion. The acquisition will be accounted for using the purchase method of accounting and each share of FleetBoston common stock will be exchanged for 0.5553 of a share of the Corporation's common stock, resulting in the issuance of approximately 600 million shares of the Corporation's common stock. FleetBoston shareholders will receive cash instead of any fractional shares of the Corporation's common stock that would have otherwise been issued at the completion of the merger. Also, substantially all of the FleetBoston stock options vest upon completion of the merger and will be converted into the Corporation's stock options. Additionally, each share of FleetBoston preferred stock will be exchanged for one share of the Corporation's preferred stock. The agreement has been approved by both boards of directors and is subject to customary regulatory and shareholder approvals. The closing is expected in April of 2004.
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