November 11, 2008 (3:40p) - Preliminary Proxy Statement Filed

PNC filed the initial proxy statement for this transaction with the SEC yesterday (11/10).

The companies file a merger notification with the Federal Reserve Board on November 4, 2008, and the Fed has established a public comment deadline of December 2, 2008 for this case.

Although it is anticipated that the Fed will effectively expedite the review of this transaction, there has certainly been enough political intervention and publicity to suggest that this regulator may be forced to give more consideration than originally expected by the companies, and this publication. Without the political involvement, Fed clearance may have been obtained very shortly after the current comment period, as has been the case in several transaction in recent months. This is obviously the way the companies hoped this deal would be reviewed when issuing the year-end closing projection.

However, it now appears highly unlikely that the Fed will simply dismiss the concern this deal has generated, even if that means conducting a token review in order to appease federal/state politicians, or any other third parties that may become involved. In other words, this is now looking like a situation where the Fed review will indeed delay the deal close into the first quarter of next year.

The proxy notes that an HSR notification will be filed before this Thursday, November 13. Assuming the documents are filed today or tomorrow, the HSR waiting period will expire on or about December 10, 2008. HSR clearance is fully anticipated via early termination or standard expiration for this transaction.

The proxy also discloses that Competition Canada approval will be required. This is also considered a non-issue with respect to timing for this deal.

With respect to the House hearing scheduled for tomorrow (11/12), the details have not yet been posted to the Congressional website. Details will be posted if they are made publicly available.