UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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METRIS COMPANIES INC.
(Name of Registrant as Specified In Its Charter)
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HSBC Confirms Satisfaction of Condition
for Merger with Metris Companies
MINNETONKA, Minn. (November 28, 2005) - Metris Companies Inc. (NYSE:MXT)
announced following the close of business today that it had received notice from
HSBC Finance Corporation ("HSBC Finance") that the condition precedent to its
pending merger with Metris, which requires the Securities and Exchange
Commission's ("SEC") investigation of Metris to be resolved prior to closing the
transaction, has been satisfied.
HSBC Finance indicated the condition has been satisfied based on communications
from the Midwest Regional Office of the SEC informing Metris that the Midwest
Regional Office does not intend to recommend that the SEC bring an enforcement
action against Metris with respect to the SEC's pending investigation of Metris.
The condition was contained in Section 7.2(g) of the Agreement and Plan of
Merger dated as of August 4, 2005 among Metris, HSBC Finance Corporation and
HSBC Corporation I.
If the merger is approved by Metris stockholders at the special stockholder
meeting on November 30, 2005, the transaction is expected to close on December
1, 2005. Upon completion of the transaction, Metris will become a wholly owned
subsidiary of HSBC Finance Corporation.
Metris Companies Inc., based in Minnetonka, Minnesota, is one of the largest
bankcard issuers in the United States. The company issues credit cards through
Direct Merchants Credit Card Bank, N.A., a wholly owned subsidiary headquartered
in Phoenix, Arizona.
HSBC Finance Corporation, headquartered in Prospect Heights, Illinois, through
its subsidiaries and affiliates, is the sixth largest issuer of MasterCard and
Visa cards in the nation. HSBC Finance is a subsidiary of HSBC North America
Holdings Inc., one of the top 10 financial organizations in the United States
with assets totaling more than $300 billion. Both companies are wholly owned
subsidiaries of HSBC Holdings plc (HSBC) which is headquartered in London and is
the holding company of HSBC Group, one of the largest banking and financial
services organizations in the world, with well-established businesses in Europe,
the Asia-Pacific region, the Americas, the Middle East and Africa.
# # #
Certain information discussed in this press release may constitute
forward-looking statements within the meaning of the federal securities law.
Forward-looking statements are based on certain assumptions by management and
are subject to risks, trends and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. These risks
and uncertainties include, but are not limited to: the fact that completion of
the merger is dependent on, among other things, receipt of stockholder and
regulatory approvals, the timing of which cannot be predicted with precision and
which may not be received at all; financial performance of each of HSBC Finance
and Metris through completion of the merger; changes in the capital markets; the
occurrence of any circumstance or event that would constitute a material adverse
effect with respect to Metris for purposes of the merger agreement; adverse
governmental or regulatory policies; failure to resolve Metris' pending SEC
investigation in the manner contemplated by the terms of the merger agreement;
competition from other financial services companies in Metris' and HSBC
Finance's markets; the loss of key employees; and general economic conditions,
including movements in interest rates, that could adversely affect credit
quality and loan originations and the costs or availability of funding.
For further information on risks that could impact us and the statements
contained in this press release, please refer to our filings with the Securities
and Exchange Commission, including our current reports on Form 8-K, quarterly
reports on Form 10-Q, and annual reports on Form 10-K, as amended.
Jeff Grosklags William Houlihan
Investor Relations CFO
Phone: 952.525.5074 Phone: 952.525.5028
Fax: 952.358.4428 Fax: 952.593.4733