Capital One to Acquire ING Direct for $9.0 Billion in Stock and Cash

Capital One Financial Corporation

announced today a definitive agreement under which Capital One will acquire ING Direct from ING Group in a stock and cash transaction valued at $9.0 billion. Currently the 8th largest bank in the United States based on deposits, Capital One's acquisition of ING Direct combines ING Direct's valuable national direct deposit franchise with Capital One's advantaged access to assets and local scale branch banking.  The combination strengthens Capital One's customer franchise and brand and provides significant financial and strategic upside with low execution risk. Upon closing, Capital One will become the 5th largest depository institution and the leading direct bank in the United States. Under the agreement, Capital One will purchase ING Direct from ING Group for $6.2 billion in cash and approximately 55.9 million Capital One shares, valued at $2.8 billion, based on a Capital One share price of $50.07, the 10-day average of Capital One closing prices for the period ending June 15, 2011. Capital One expects this transaction will be accretive to tangible book value at closing, accretive to EPS in 2012 and result in mid-single digit accretion in 2013.