1st Choice Financial Corp. and Wells Fargo & Company Announce Definitive Agreement|
DENVER--(BUSINESS WIRE)--Feb. 4, 2000--Wells Fargo & Company
(NYSE:WFC) and 1st Choice Financial Corp. announced today they have
signed a definitive agreement for Wells Fargo to acquire 1st Choice.
1st Choice is a privately held bank holding company which owns 1st
Choice Bank with seven locations in northern Colorado. Wells Fargo has
eight banking stores in northern Colorado under the Norwest Bank name.
"We chose to partner with Norwest and Wells Fargo because they
share our community banking philosophy which starts with local
management and local decision-making. This partnership is good for our
shareholders, good for our customers and good for our employees," said
Darrell D. McAllister, founder and chief executive officer of 1st
Choice. "For our shareholders, they'll get stock as an investment, a
stock that has performed well in the past. Our employees will have
virtually unlimited opportunities for growth and our customers will
have access to an expanded product line delivered to them when, where
and how they want."
"I can't think of a better partner than 1st Choice to help us
strengthen our position in northern Colorado," said John Nelson, group
executive vice president and head of Wells Fargo in Colorado. "The 1st
Choice team has a great reputation that they've earned by serving
their customers well. We look forward to welcoming them to Wells
Headquartered in Greeley, Colo., 1st Choice has more than $410
million in assets. 1st Choice Bank has seven locations in Weld and
Larimer counties, including banking stores in Fort Collins, Greeley,
Loveland and Windsor.
The companies expect to complete the merger in the second quarter
of this year, pending approval from banking regulators and 1st Choice
1st Choice's Founder and Chief Executive Officer Darrell
McAllister will join Wells Fargo when the merger is complete. 1st
Choice will eventually convert to Wells Fargo's computer systems and
change its name to Wells Fargo, but a definite date for that has not
yet been determined.
Wells Fargo & Company is a $218 billion diversified financial
services company providing banking, insurance, investments, mortgage
and consumer finance through about 6,000 stores, the Internet and
other distribution channels across North America, including all 50
states, and elsewhere internationally. In Colorado, Wells Fargo has
more than 100 Norwest banking stores and 16 Wells Fargo banking
stores. Wells Fargo also serves customers in Colorado through Norwest
Investment Services (33 stores), Norwest Investment Management & Trust
(eight), and Norwest Mortgage (45).
This news release may be deemed to be offering materials of Wells
Fargo & Company in connection with Wells Fargo's proposed acquisition
of 1st Choice Financial Corp. through the merger of a wholly-owned
subsidiary of Wells Fargo with and into 1st Choice upon the terms and
subject to the conditions set forth in the Agreement and Plan of
Reorganization, dated as of February 3, 2000, by and between Wells
Fargo and 1st Choice (the "Agreement"). This filing is being made in
connection with Regulation of Takeovers and Security Holder
Communications (Release Nos. 33-7760 and 34-42055) adopted by the
Securities and Exchange Commission (SEC).
1st Choice and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
transactions contemplated by the Agreement. These directors and
executive officers include the following: David J. Calvin, Bruce
Deifik, Sue A. Foster, W. West Foster, Patty Gates, Robert Hinderaker,
William H. Lacock, Darrell D. McAllister, Carroll D. Miller, Jocelyn
Pring, John R. Puma, Michael K. Sanders, Marsha Sword, William J.
Sanders, William J. Warren, Daniel L. White and John Zurbrigen. Of
these directors and executive officers, David J. Calvin, Bruce Deifik,
and Carroll D. Miller may be deemed beneficial owners of approximately
950,722 shares of 1st Choice's common stock (constituting
approximately 29.1% of the outstanding shares). As of October 31,
1999, none of the other persons listed above owns more than 5% of the
outstanding shares of 1st Choice's common stock. In addition, in
connection with the Merger, Darrell D. McAllister has entered into an
employment/non-compete agreement, and Robert Hinderaker has entered
into a non-compete agreement.
Shareholders of 1st Choice and other investors are urged to read
the proxy statement-prospectus which will be included in the
registration statement on Form S-4 to be filed by Wells Fargo with the
SEC in connection with the proposed merger because it will contain
important information. After it is filed with the SEC, the proxy
statement-prospectus will be available for free, both on the SEC's web
site (www.sec.gov) and from 1st Choice's and Wells Fargo's respective
corporate secretaries, as follows:
1st Choice: Wells Fargo:
Corporate Secretary Corporate Secretary
1st Choice Financial Corp. Wells Fargo & Company
5801 West 11th Street MAC N9305-173
Greeley, CO 80634 Sixth and Marquette
(970) 356-7700 Minneapolis, MN 55479
Wells Fargo & Co.
Cristie Drumm, 303/863-6289
1st Choice Financial Corp.
Darrell D. McAllister, 970/356-7700