Federal Reserve Approves of Proposal by Wells Fargo & Company

Wells Fargo & Company (“Wells Fargo”), a financial holding company within the meaning of the Bank Holding Company Act (“BHC Act”), has requested the Board’s approval under section 3 of the BHC Act1 to acquire Greater Bay Bancorp (“Greater Bay”), East Palo Alto, and its subsidiary bank, Greater Bay Bank, National Association (“GB Bank”), Palo Alto, both in California.

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (72 Federal Register 35,246 (2007)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in the BHC Act.

Wells Fargo, with total consolidated assets of approximately $539.9 billion, is the fifth largest depository organization in the United States, controlling deposits of approximately $329.8 billion, which represent 4.3 percent of the total amount of deposits of insured depository institutions in the United States.

Wells Fargo is the second largest depository institution in California, controlling $101.9 billion in deposits. Greater Bay has total consolidated assets of $7.3 billion and operates only in California. It is the 18th largest depository organization in the state, controlling deposits of approximately $5.3 billion.

On consummation of the proposal, Wells Fargo would remain the fifth largest depository institution in the United States, with total consolidated assets of approximately $547.2 billion. Wells Fargo would control deposits of approximately $335.3 billion, which represent approximately 4.4 percent of the total amount of deposits of insured depository institutions in the United States. In California, Wells Fargo would remain the second largest depository organization, controlling deposits of approximately $107.2 billion, which represent approximately 15 percent of the total amount of deposits of insured depository institutions in the state.

Section 3(d) of the BHC Act allows the Board to approve an application by a bank holding company to acquire control of a bank located in a state other than the bank holding company’s home state if certain conditions are met. For purposes of the BHC Act, the home state of Wells Fargo is Minnesota,4 and Greater Bay is located in California.5

Based on a review of all the facts of record, including relevant state statutes, the Board finds that the conditions for an interstate acquisition enumerated 4 See 12 U.S.C. § 1842(d). A bank holding company’s home state is the state in which the total deposits of all banking subsidiaries of such company were the largest on July 1, 1966, or the date on which the company became a bank holding company, whichever is later.

For purposes of section 3(d) of the BHC Act, the Board considers a bank to be located in the states in which the bank is chartered or headquartered or operates a
branch. See 12 U.S.C. §§ 1841(o)(4)-(7) and 1842(d)(1)(A) and 1842(d)(2)(B). in section 3(d) of the BHC Act are met in this case.6 In light of all the facts of record, the Board is permitted to approve the proposal under section 3(d) of the BHC Act. -http://www.federalreserve.gov/