07.09.2007 12:00:00
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First Republic Bank and Merrill Lynch & Co., Inc. Announce Cash/Stock Election Deadline in Connection With Pending Merger
SAN FRANCISCO and NEW YORK, Sept. 7 /PRNewswire-FirstCall/ -- First Republic Bank and Merrill Lynch & Co., Inc. announced today that the deadline for First Republic stockholders to make an election to receive cash or shares of Merrill Lynch common stock (or a combination of cash and shares of Merrill Lynch stock), subject to proration, in connection with the pending merger between First Republic and Merrill Lynch Bank & Trust Co., FSB, a subsidiary of Merrill Lynch, will be 5:00 p.m. Pacific Time on Friday, September 14, 2007 (the "Election Deadline"). The companies expect to complete the merger on Friday, September 21, 2007.
At any time prior to the Election Deadline, any record holder of First Republic common stock may submit a Form of Election and Letter of Transmittal to the Depositary, Computershare Trust Company, N.A., with respect to all shares of common stock then owned by such stockholder, regardless of when those shares were acquired. A Form of Election and Letter of Transmittal will be deemed valid if it is submitted by the Election Deadline and properly completed (including being accompanied by certificate(s) representing all shares of First Republic common stock represented by such Form of Election and Letter of Transmittal or by guarantee of delivery or confirmation of a book-entry transfer of the shares into the Depositary's account). If a record holder of First Republic common stock submits a Form of Election and Letter of Transmittal by the Election Deadline that is accompanied by a guarantee of delivery, the Depositary will consider such Form of Election and Letter of Transmittal valid only if the certificate(s) representing the First Republic shares for which such election was made are received by the Depositary by 5:00 p.m. Pacific Time on Wednesday, September 19, 2007 (or if confirmation of a book-entry transfer of such shares into the Depositary's account is received by such date and time). Any First Republic stockholder who holds its shares in "street name" through a broker should follow the instructions given by its broker with respect to making a valid election.
First Republic stockholders who have already made valid elections and do not wish to change their elections do not need to take any action. Any First Republic stockholder of record who has made an election may, at any time prior to the Election Deadline, change the election by submitting a revised and later-dated Form of Election and Letter of Transmittal, properly completed and signed, prior to the Election Deadline. Any First Republic stockholder of record may at any time prior to the Election Deadline revoke the election by written notice to the Depositary received prior to the Election Deadline. First Republic stockholders who hold their shares in "street name" should contact their broker for instructions regarding changes or revocations to their existing elections. After the Election Deadline, First Republic stockholders may not change or revoke their elections.
Record holders of First Republic common stock may obtain additional copies of the Form of Election and Letter of Transmittal at any time prior to the Election Deadline by contacting Morrow & Co., Inc., at 1-800-445-0102.
The value of shares of Merrill Lynch stock will, of course, vary both before and after the Election Deadline and the date on which the merger is completed.
Information about First Republic
First Republic is a NYSE-traded, private bank and wealth management firm. First Republic and its subsidiaries specialize in providing personalized, relationship-based services, including private banking, private business banking, investment management, trust, brokerage and real estate lending. As of June 30, 2007, First Republic and its subsidiaries had total bank assets and other managed assets of $34.1 billion. First Republic provides access to its services online and through preferred banking or trust offices in ten major metropolitan areas: San Francisco, Los Angeles, Santa Barbara, Newport Beach, San Diego, Las Vegas, Portland, Seattle, Boston and New York City. More information is available on First Republic's website at http://www.firstrepublic.com/.
Information about Merrill Lynch
Merrill Lynch is one of the world's leading wealth management, capital markets and advisory companies with offices in 38 countries and territories and total client assets of approximately $1.7 trillion. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. For more information on Merrill Lynch, please visit http://www.ml.com/.
Additional Information
In connection with the proposed merger, Merrill Lynch filed a prospectus and other materials with the Securities and Exchange Commission (the "SEC") on June 22, 2007 and First Republic filed a definitive proxy statement and other materials with the Federal Deposit Insurance Corporation on June 22, 2007. First Republic mailed to its stockholders the definitive proxy statement seeking their approval of the proposed merger on or about June 25, 2007. Investors are urged to read the definitive proxy statement/prospectus and other materials because they contain important information. Investors are able to obtain free copies of the proxy statement/prospectus, as well as other filings containing information about Merrill Lynch at the SEC's Internet site (http://www.sec.gov/) and First Republic at First Republic's Internet site (http://www.firstrepublic.com/). In addition, investors may obtain free copies of the definitive proxy statement/prospectus and other relevant documents by directing a request by telephone or mail to the following:
Morrow & Co., Inc. 470 West Avenue Stamford, Connecticut 06902 Tel: 1-800-445-0102
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