Metris Companies Inc. announced following the close of business yesterday 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.