30.11.2007 21:15:00
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Synovus Announces Record Date for TSYS Spin-off
Synovus (NYSE: SNV), the Columbus, Georgia-based financial services
company, today announced that its Board of Directors has set December
18, 2007 as the record date for the previously announced spin-off to
Synovus’ shareholders of the shares of TSYS
stock currently owned by Synovus. Synovus currently owns approximately
80.7% of TSYS. The distribution of the approximately 159.6 million TSYS
shares owned by Synovus will be made on a pro-rata basis on December 31,
2007 to shareholders of record as of the close of business on the
record date. The spin-off will be tax-free to Synovus and its
shareholders. TSYS, formed by Synovus in 1983, has grown to become one
of the world’s largest providers of outsourced
payment services. TSYS’ shares have traded
publicly on the NYSE since 1989.
Based on the number of Synovus shares outstanding as of October 31,
2007, Synovus expects that it would distribute approximately .486
of a share of TSYS for each share of Synovus stock; however, the final
distribution ratio will be based on the number of Synovus shares
outstanding on December 18, 2007 and, accordingly, this preliminary
distribution ratio is subject to change. Synovus shareholders will
receive cash in lieu of fractional shares for amounts of less than one
TSYS share.
In addition, and as previously announced in connection with the
spin-off, TSYS will pay on a pro-rata basis to its shareholders,
including Synovus, a one-time special cash dividend of $600 million in
the aggregate. TSYS announced today that its Board of Directors has set
December 17, 2007 as the record date for this pre-spin special cash
dividend. This dividend will also be paid on December 31, 2007 to TSYS
shareholders of record as of the close of business on the record date.
Pursuant to the agreement and plan of distribution, Synovus will receive
approximately $485 million in proceeds from this one-time special cash
dividend.
"The separation of Synovus and TSYS will
provide both companies strategic flexibility to accelerate growth,”
said Richard Anthony, Chairman and CEO of Synovus. "Synovus
will continue to leverage its competitive strengths, including our
decentralized customer delivery model, position in high-growth Southeast
markets and commitment to being a great place to work, to ensure the
best possible customer experience and to continue our established record
of exceptional performance as a bank holding company.”
In addition, Synovus today announced that it will pay a regular
quarterly cash dividend to shareholders of record as of the close of
business on December 18, 2007 in the amount of $0.2050 per share. The
dividend will be paid on January 2, 2008.
Immediately following the distribution of TSYS shares, Synovus intends
to adjust its dividend so that Synovus’
shareholders who retain their TSYS shares will initially receive, in the
aggregate, the same dividend per share that existed before the spin-off.
As a result, Synovus will lower its annual dividend per share from $0.82
to $0.68 and, immediately following the spin-off, TSYS intends for its
annual dividend per share to remain at $0.28, which translates to an
aggregate $0.82 dividend per share to Synovus shareholders who retain
their TSYS shares. Decisions regarding future dividends will be made
independently by the Synovus Board of Directors and the TSYS Board of
Directors for their respective companies.
Synovus has been advised that an "ex-distribution”
public market for Synovus common stock is expected to begin on or around
December 19, 2007 on the New York Stock Exchange (NYSE) and continue
through the distribution date under the symbol "SNV
wi.” "Ex-distribution”
refers to buying Synovus shares without the TSYS portion. Any holder of
Synovus common stock who sells shares of Synovus (which currently trades
on the NYSE under the symbol "SNV”)
in the "regular way”
market on or before the distribution date may be selling the entitlement
to receive shares of TSYS common stock in the spin-off. Holders of
Synovus common stock are encouraged to consult with their financial
advisors regarding the specific implications of selling Synovus common
stock on or before the distribution date.
Information Statement
On or about December 20, 2007, Synovus will mail an Information
Statement to all shareholders of Synovus common stock as of the record
date. The Information Statement will include information regarding the
procedures by which the distribution will be effected and other details
of the transaction. No action is required by Synovus shareholders to
receive their TSYS common stock, and Synovus shareholders will not be
required to surrender any Synovus shares or pay anything, other than any
taxes due on cash received in lieu of fractional share interests.
Registered holders of Synovus common stock who are entitled to receive
the distribution will receive an account statement reflecting their
ownership of TSYS common stock. For additional information, registered
shareholders of Synovus should contact Synovus’
transfer agent, BNY Mellon Shareowner Services at 1-800-503-8903.
Holders of Synovus common stock who hold their shares through a broker,
bank or other nominee will have their brokerage account credited with
the TSYS common stock. For additional information, those holders should
contact their broker or bank directly.
About Synovus
Synovus (NYSE: "SNV”)
is a financial services holding company with $34 billion in assets based
in Columbus, Georgia. Synovus provides commercial and retail banking, as
well as investment services, to customers through 37 banks, 440 ATMs,
and other Synovus offices in Georgia, Alabama, South Carolina, Florida
and Tennessee; and electronic payment processing through an 81-percent
stake in TSYS (NYSE: "TSS”),
one of the world’s largest companies for
outsourced payment services. The company focuses on its unique
decentralized customer delivery model, position in high-growth Southeast
markets and commitment to being a great place to work to ensure the
delivery of unparalleled customer experiences. Synovus has been named
one of "The 100 Best Companies to Work For”
in America by FORTUNE magazine, and has been recognized in its
Hall of Fame for consecutive appearances on the list since its inception
in 1998. See Synovus on the Web at www.synovus.com.
Forward-Looking and Cautionary Statements
This press release contains statements that constitute "forward-looking
statements” within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934 as
amended by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, among others, statements identified
by words or phrases such as "potential,” "opportunity,” "believe,” "expect,” "anticipate,” "current,” "intention,” "estimate,” "assume,” "outlook,” "continue,” "seek,” "plans,” "achieve,” and
similar expressions, or future or conditional verbs such as "will,” "would,” "should,” "could,” "may”
or similar expressions. These statements are based on the current
beliefs and expectations of our management and are subject to
significant risks and uncertainties. There can be no assurance that
these transactions will occur or that the expected benefits associated
therewith will be achieved. A number of important factors could cause
actual results to differ materially from those contemplated by our
forward-looking statements in this press release. Many of these factors
are beyond our ability to control or predict. These factors include, but
are not limited to, those found in our filings with the Securities and
Exchange Commission, including our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. We believe these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are based
on current expectations. We do not assume any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise.
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