NationsBank will pay for MNC with 50.1% stocks, 49.9% cash

April 02, 1993

NationsBank Corp. of Charlotte, N.C., said yesterday that it will pay 50.1 percent of the purchase price for Baltimore-based MNC Financial Inc. in stock and 49.9 percent in cash.

Under the merger agreement, MNC's shareholders will have the right to decide whether to receive their payment in cash or stock, as long as the overall payment follows the ratio NationsBank announced yesterday. The exchange will be tax-free for MNC's shareholders as long as at least 50 percent of the purchase price is paid in stock, according to NationsBank spokesman Dick Stilley.

NationsBank first proposed the merger last summer as a five-year option. In February, the Charlotte company decided to trigger the option. The acquisition is awaiting approval of federal regulators and MNC shareholders, who will vote at the company's annual meeting in early June.

The purchase price of $15.17 for each of MNC's 89.7 million shares outstanding works out to $1.36 billion. NationsBank said it will pay $682 million in common stock and $678 million in cash.

According to the exchange rate, shareholders would receive almost 0.28 shares of NationsBank stock for each share of MNC, based on NationsBank's closing stock price yesterday of $54.875 a share. MNC closed at $14.375 a share, unchanged from the day before.

The companies haven't decided yet what the exchange rate will be for holders of MNC preferred stock, Mr. Stilley said.

NationsBank is the fourth-largest bank holding company in the United States, with approximately $118 billion in assets and bank branches in the District of Columbia and nine states, including Maryland.

MNC, the largest banking company in Maryland, had $16.7 billion in assets on Dec. 31, 1992.

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