Stockholders Approve Capital One’s Proposed Acquisition of Discover

The stockholders of both Capital One and Discover voted to approve Capital One’s previously announced acquisition of Discover.

The transaction was approved by more than 99.8% of the Capital One shares voted at the company’s special meeting of stockholders, and by more than 99.3% of the Discover shares voted at the company’s special meeting, the companies said in a Tuesday (Feb. 18) press release.

“Stockholder approval marks an important milestone in the process to combine Capital One and Discover, two mission-driven companies with proven track records of delivering best-in-class solutions for consumers, small businesses, merchants and communities,” the release said.

Capital One expects the transaction to close early this year, subject to customary closing conditions, including approval by the Federal Reserve and the Office of the Comptroller of the Currency, according to the release.

The Delaware State Bank Commission approved the proposed acquisition in December, per the release.

Capital One announced its planned acquisition of Discover in February 2024, saying the all-stock transaction, valued at $35.3 billion, will create a global payments platform with 70 million merchant acceptance points in more than 200 countries and territories.

“Our acquisition of Discover is a singular opportunity to bring together two very successful companies with complementary capabilities and franchises, and to build a payments network that can compete with the largest payments networks and payments companies,” Richard Fairbank, founder, chairman and CEO of Capital One, said at the time in a press release.

Shortly after the planned acquisition was announced, it was reported that Congresswoman Maxine Waters, D-Calif., and Sen. Josh Hawley, R-Mo., said in separate announcements that they were calling for the deal to be blocked.

Waters cited concerns about the concentration of economic power in the hands of megabanks, while Hawley said the deal sounded like “credit card companies finding another way to screw the American people.”

During an October earnings call, Fairbank said: “We’re working closely with the regulators as our applications continue to work their way through the regulatory process.”

Discover Interim CEO Michael Shepherd said during an October earnings call: “Capital One continues to lead merger-related activities … with applications currently under regulatory review. Integration planning is advancing well.”