MCLEAN (dpa-AFX) - Capital One Financial Corp. (COF) agreed to acquire
Discover Financial Services (DFS) in an all-stock transaction valued at $35.3
billion.

As per the terms of the agreement, Discover shareholders will receive 1.0192
Capital One shares for each Discover share, representing a premium of 26.6%
based on Discover's closing price of $110.49 on February 16, 2024. At close,
Capital One shareholders will own approximately 60% and Discover shareholders
will own approximately 40% of the combined company.

Capital One expects that the transaction will generate expense synergies of $1.5
billion in 2027, driven by common business functions partially offset by
targeted investments in the Discover network.

The acquisition is expected to generate network synergies of $1.2 billion in
2027, driven by adding Capital One debit purchase volume and selected credit
card purchase volume to the Discover network.

The deal is expected to be more than 15% accretive to adjusted non-GAAP earnings
per share in 2027.

The transaction is expected to deliver return on invested capital of 16% in
2027, with an internal rate of return in excess of 20%.

The transaction is expected to close in late 2024 or early 2025, subject to
satisfaction of customary closing conditions, including regulatory approvals and
approval by the shareholders of each company.

Upon closing, three Discover Board members, to be named at a later date, will
join the Capital One Board of Directors.



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