TORONTO, Oct. 22 /CNW/ - Merrill Lynch & Co., Canada Ltd., an indirect wholly owned Canadian subsidiary of Merrill Lynch & Co., Inc., today announced that its board of directors has determined to exercise the right to redeem all of the outstanding exchangeable shares of the Company on the later of the fifth Toronto business day following the date of the Merrill Lynch & Co., Inc. shareholders meeting to be held to approve the merger contemplated by the Agreement and Plan of Merger dated as of September 15, 2008 between Merrill Lynch & Co., Inc. and Bank of America Corporation and December 4, 2008.
In connection with the redemption, Merrill Lynch Canada Holdings Company has exercised its redemption call right and, in accordance with that right, will purchase all of the outstanding exchangeable shares not already held by it on the redemption date. In accordance with the exchangeable share provisions and related instruments, the redemption call purchase price will be satisfied by the delivery to registered holders of exchangeable shares of one share of common stock of Merrill Lynch & Co., Inc. for each exchangeable share held on the redemption date, together with the full amount of all declared and unpaid dividends on each such exchangeable share held by such holder on any dividend record date which occurs prior to the redemption date, less any applicable withholding tax.
The redemption of the exchangeable shares is required under the Agreement and Plan of Merger and permitted under the provisions governing the exchangeable shares. A formal notice of redemption and letter of transmittal for the surrender of certificates representing exchangeable shares will be sent to holders of exchangeable shares together with the proxy materials for the Merrill Lynch & Co., Inc. shareholders meeting. Holders of exchangeable shares will be entitled to direct the exercise of voting rights in respect of the meeting as provided for in the exchangeable share provisions and related instruments.
The exchangeable shares are listed on the Toronto Stock Exchange under the symbol "MLC". Merrill Lynch & Co., Canada Ltd intends to apply to the TSX to voluntarily delist the exchangeable shares effective at the close of trading on the redemption date and to seek to cease to be a reporting issuer following the redemption date.
ContactsMark DickersonCorporate Secretary
at (416) 369-7400 or Danielle Robinson
Marketing & Communications
at (416) 449-0097
350.77 (3.70%)
