Wells Fargo, Greater Bay Bancorp Agree to Merge

Greater Bay Bancorp, based in East Palo Alto, Calif., has $7.4 billion in assets, more than 1,800 employees, and serves consumers and businesses from 41 banking locations in and around the San Francisco Bay Area under names such as Mid-Peninsula Bank, Bank of Petaluma, Golden Gate Bank, Coast Commercial Bank, Peninsula Bank of Commerce, Mount Diablo National Bank, and Santa Clara Valley National Bank. Greater Bay Bancorp also owns ABD Insurance and Financial Services, the nation’s 15th largest retail insurance broker with locations throughout the west coast, and Matsco Financial Corporation, a national specialty lender primarily to veterinarians and dentists.

Under terms of the merger agreement, Greater Bay Bancorp’s shareholders will receive shares of Wells Fargo common stock for their shares of Greater Bay Bancorp common stock based on a Wells Fargo measurement price. The Wells Fargo measurement price will equal the daily volume weighted average price of a share of Wells Fargo common stock for each of the ten (10) consecutive trading days ending on the trading day immediately prior to the Greater Bay Bancorp shareholder meeting to approve the transaction.

If the Wells Fargo measurement price is greater than $32.175 and less than $39.325, the exchange ratio will be determined by dividing $28.50 by the measurement price. If the Wells Fargo measurement price is equal to or less than $32.175, then the exchange ratio will be 0.8858. If the Wells Fargo measurement price is greater than or equal to $39.325, then the exchange ratio will be 0.7247. Assuming a Wells Fargo measurement price between $32.175 and $39.325, the total value of the transaction would be approximately $1.5 billion, based on Greater Bay Bancorp’s shares on a fully diluted basis.

In connection with the merger agreement, Greater Bay Bancorp has granted Wells Fargo a customary 19.9 percent stock option.  "We are genuinely pleased and proud to be joining the Wells Fargo organization — one that is very much in alignment with our culture and values. Having fulfilled the immediate strategic and operating objectives that we have been pursuing in each of our major business activities over the past three years, we undertook a thoughtful review of our potential options for the future and determined with conviction that this path is clearly in the best long-term interest of our shareholders, our clients, our employees, and the communities that we serve," said President and CEO of Greater Bay Bancorp Byron A. Scordelis. "Wells Fargo believes in all four of our operating businesses — regional community banking, commercial insurance brokerage, specialty finance, and trust — and is fully committed to growth and investment in each of these areas."

"Greater Bay Bancorp is an exceptional organization that shares our belief in the benefits of having a diversified business model to satisfy all the financial needs of our customers and the commitment to support our communities with human, social and financial capital," said Wells Fargo President and COO John Stumpf. "Together with a combined market share of 20.6% in the Greater San Francisco Bay Area Region, an enhanced distribution network and a broader array of products to offer Greater Bay Bancorp customers, we look forward to partnering with Greater Bay Bancorp’s team members to continue to strive to be the premier provider of financial services in every community in which we do business."

"The customers and cultures of our two companies are remarkably similar. Greater Bay Bancorp and Wells Fargo share a commitment to people as a competitive advantage. We look forward to combining our resources and tapping into the talent at Greater Bay Bancorp to fulfill employment opportunities at Wells Fargo," said Bob Worth, executive vice president and head of California Business Banking for Wells Fargo.

"We look forward to welcoming ABD’s more than 700 team members to Wells Fargo Insurance Services, Inc. (WFIS)," said Dave Zuercher, Chairman & CEO of WFIS. "ABD’s specialized products and exceptional service will increase our presence in the West and add important offerings to our nationwide business." Wells Fargo Insurance Services is now the nation’s 5th largest insurance broker and the largest bank owned insurance brokerage.