| 
St.George/Westpac merger information for customers
Background information for customers
Background
In May 2008, Westpac and St.George announced a proposed merger of the two entities. Under the terms of the proposed merger, holders of St.George ordinary shares would receive 1.31 Westpac ordinary shares for each St.George ordinary share held. The proposed merger would be implemented via a court-approved scheme of arrangement.
The Board of St.George has unanimously recommended the proposed merger to shareholders subject to no superior proposal emerging.
The proposed merger is subject to various conditions, including the receipt of all necessary regulatory approvals, approval by St.George’s shareholders of the merger and of the change to the Bank’s constitution to allow a shareholder to hold more than 10% of the Bank’s shares, court approval of the merger and other customary conditions, such as no material adverse change in either party and no prescribed occurrences by either party.
St.George shareholders will be asked to vote on the proposed merger and constitutional change at the Bank’s share scheme meeting and the extraordinary general meeting respectively to be held on 13 November 2008.
The Independent Expert, Grant Samuel, considers the merger proposal to be “fair” and “reasonable” and has therefore concluded that, in its opinion, the merger proposal is in the best interests of shareholders, in the absence of a superior proposal.
What happens next?
It’s St.George service as usual
13 November 2008 - St.George shareholders vote on the proposal at the Share Scheme Meeting and Extraordinary General Meeting (EGM)
17 November 2008 - If the shareholders vote “yes”, the final step in the approval process is by the Federal Court, expected to occur on 17 November 2008
20 November 2008 - If the Court approves it, the new Group Executive Management team will be announced
1 December 2008 - First day of the new merged Group
From 1 December 2008, St.George customers will be able to use any of Westpac’s ATMs around Australia and it won’t cost any more than using a St.George ATM. That means St.George customers will have the convenience of access to over 2,700 ATMs nationally.
