Citigroup, Inc. and Associates First Capital Corporation on Sept. 6, 2000 announced that Citigroup will acquire Associates in a merger under which Associates shareholders will receive .7334 common shares of Citigroup for each share of Associates common stock. Based on closing prices on September 5, 2000, the value of the transaction to Associates' shareholders is $42.49 per share with a total transaction value of approximately $31.1 billion. The transaction, which has been unanimously approved by the boards of directors of both companies and is expected to close on or about year end, will be accounted for by the pooling-of-interests method and will be tax-free to holders of Associates common stock. The Associates has managed assets of more than $100 billion and shareholder's equity of $10.3 billion and 2,750 offices in the U.S. and 13 other countries. Citigroup is a preeminent global financial services company, with assets of more than $791 billion and shareholders' equity of $51 billion, offering financial products and services to customers in more than 100 countries. Following consummation of the transaction, Associates shareholders will own approximately 10% of Citigroup's common shares. The transaction is subject to approval by Associates' shareholders. It is also subject to approvals by certain domestic and foreign antitrust, banking and insurance regulators.