WBC/SGB agree to merge

Australia
St George, Westpac
Mergers & Acquisitions

(13 May 2008 – Australia) Westpac and St George have agreed to terms to merge the two banks to make Australia’s largest financial services company.The proposed merger values St George ordinary shares at $18.6 billion or $33.10 per share, a premium of 28.5 percent to the closing price of St George shares on 9 May
2008.

The plan is based on the agreement that all Westpac and St George brands, including BankSA, Asgard and branch/ATM networks would be retained.

Under the proposed merger, St George’s operating model would be preserved, which is expected to maximise value for customers, shareholders and employees over both the short and longer term.

Westpac chairman, Ted Evans, said merger continues Westpac’s focus on Australia and New Zealand and would help Westpac achieve its strategic priorities sooner.

St George chairman, John Curtis, said that St George will benefit from a stronger financial base of a much larger group while preserving its unique relationship with its customers across Australia.

The St George Board has indicated that it will recommend to its shareholders that they accept 1.31 Westpac shares for each St George share held.

The recommendation is subject to no superior proposal emerging and the independent expert’s opinion that the merger is in the best interest of St George shareholders.

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