One who intends to leave others better off for his having existed.


From WELLS FARGO & COMPANY FORM S-4 REGISTRATION STATEMENT, by Goldman Sachs & Co on the fairness of the merger Exchange Ratio

"...Neither the mailing of this document to Wachovia shareholders nor the issuance by Wells Fargo of its common stock in the merger will create any implication to the contrary.

Wachovia has supplied all information relating to Wachovia contained or incorporated by reference in this document, and Wells Fargo has supplied all information relating to Wells Fargo contained or incorporated by reference in this document."
"3.12 Opinion. The Board of Directors of Company has received the opinions of Goldman Sachs & Co. and Perella Weinberg Partners, to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock."

"[Robert] Steel, 62, 
who had previously worked with Peter Weinberg at Goldman Sachs Group Inc.,
considered joining Perella Weinberg when the firm opened its doors in 2006...

Instead he went to work for the government, 
where he was a Treasury under secretary 
before he became CEO of Wachovia in July 2008"

APPENDIX B states;

October 3, 2008

"In connection with this opinion, we have reviewed, among other things, certain internal financial analyses and forecasts for the Company prepared by the Company’s management; estimates by the Company’s management as to the Company’s liquidity, as well as certain analyses prepared by the Company’s management with respect to the Company’s leverage and capital adequacy...

We have also held discussions with members of the senior management of the Company regarding their assessment of the rationale for the Transaction, the past and current business operations, financial condition and future prospects of the Company and the fair market value of certain key asset categories of the Company.

...In particular, you have informed us that:

the Company’s liquidity position is severely strained due in large part to declining customer and counterparty confidence, and that the Company may have insufficient unrestricted cash on hand to meet its needs in the near term;

the Company and its principal operating subsidiaries have a limited amount of unencumbered assets available as collateral for any financings that the Company may seek to obtain on an immediate basis;

...the United States banking regulators have not offered financial assistance to the Company on a stand-alone basis to adequately address the financial situation of the Company, including its immediate and long term liquidity needs;'

...absent immediately entering into a definitive transaction (such as the Transaction) that would provide the Company with sources of substantial ongoing liquidity and funding or that would relieve the Company of the need for such liquidity and funding, the Company and its subsidiaries would face intervention by the United States federal banking regulators and/or be required to seek protection under applicable bankruptcy laws.

...we also considered recent instances where concerns regarding the liquidity of a bank or financial institution triggered a rapid deterioration of the institution’s financial condition, necessitating government intervention or bankruptcy protection, and as a result of which the common equity holders of the institution are likely to receive substantially diminished value, if any at all, for their equity.

...For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us. 

...under the ownership of a company with adequate liquidity and capital, such as Parent, the value of the Company and its subsidiaries could substantially improve, resulting in significant returns to Parent if the Transaction is consummated.

This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, as well as the extraordinary circumstances facing the Company described herein, it is our opinion that, as of the date hereof, the Exchange Ratio is fair from a financial point of view to the Holders.

Very truly yours,

/s/  Goldman, Sachs & Co.
Goldman, Sachs & Co."

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