Thursday, December 11, 2008

North Carolina Judge Rules in Favor of Wells Fargo and Wachovia on Voting Preferred Shares

(BUSINESS WIRE)--On December 5, 2008, a North Carolina Business Court judge ruled in favor of Wachovia Corporation (NYSE:WB) and Wells Fargo & Company (NYSE:WFC) in a case brought to enjoin Wells Fargo from voting shares of voting preferred stock issued to Wells Fargo by Wachovia. The shares were issued to Wells Fargo on October 20, 2008 pursuant to a share exchange agreement entered in connection with the merger agreement between Wells Fargo and Wachovia and gave Wells Fargo 39.9% of the voting power of Wachovia. The Court’s ruling keeps the Wachovia shareholder vote on schedule for Tuesday, December 23, 2008. As previously disclosed, Wells Fargo will vote its shares of Wachovia voting preferred stock in favor of approval of the merger. The Court specifically found that Wachovia's board "acted in good faith, on an informed basis, and in the best interests of the Company in approving the Merger Agreement."

The Court also considered a provision allowing Wells Fargo’s preferred shares to remain outstanding in the event the merger remains unconsummated for 18 months following the shareholder vote. In granting preliminary injunctive relief relating to this provision, the Court noted that granting Plaintiff's request for injunctive relief on this provision would cause little if any harm to Wells Fargo or Wachovia because "[t]his is not a provision that affects the value or structure of the [Merger Agreement.]"

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