Here are extracts from the the official statement released by Bear Stearns Sunday evening:

New York, March 16, 2008 -

'JPMorgan Chase & Co. (NYSE: JPM) announced it is acquiring The Bear Stearns Companies Inc. (NYSE: BSC).  The Boards of Directors of both companies have unanimously approved the transaction.  

The transaction will be a stock-for-stock exchange.  JPMorgan Chase will exchange 0.05473 shares of JPMorgan Chase common stock per one share of Bear Stearns stock.  Based on the closing price of March 15, 2008, the transaction would have a value of approximately $2 per share.  
        
Effective immediately, JPMorgan Chase is guaranteeing the trading obligations of Bear Stearns and its subsidiaries and is providing management oversight for its operations.  Other than shareholder approval, the closing is not subject to any material conditions.  The transaction is expected to have an expedited close by the end of the calendar second quarter 2008.  The Federal Reserve, the Office of the Comptroller of the Currency (OCC) and other federal agencies have given all necessary approvals.  

In addition to the financing the Federal Reserve ordinarily provides through its Discount Window, the Fed will provide special financing in connection with this transaction. The Fed has agreed to fund up to $30 billion of Bear Stearns' less liquid assets.  

'JPMorgan Chase stands behind Bear Stearns', said Jamie Dimon, Chairman and Chief Executive Officer of JPMorgan Chase. 'Bear Stearns' clients and counterparties should feel secure that JPMorgan is guaranteeing Bear Stearns' counterparty risk. We welcome their clients, counterparties and employees to our firm, and we are glad to be their partner'.
  
Dimon added, 'This transaction will provide good long-term value for JPMorgan Chase shareholders. This acquisition meets our key criteria:  we are taking reasonable risk, we have built in an appropriate margin for error, it strengthens our business, and we have a clear ability to execute'.
        
'The past week has been an incredibly difficult time for Bear Stearns. This transaction represents the best outcome for all of our constituencies based upon the current circumstances', said Alan Schwartz, President and Chief Executive officer of Bear Stearns. 'I am incredibly proud of our employees and believe they will continue to add tremendous value to the new enterprise'.

The transaction is expected to be ultimately accretive to JPMorgan Chase's annual earnings.  
        
'This transaction helps us fill out some of the gaps in our franchise with manageable overlap," said Steve Black, co-CEO of JPMorgan Investment Bank. "We know the Bear Stearns leadership team well and look forward to working with them to bring our two companies together'. 

'Acquiring Bear Stearns enables us to obtain an attractive set of businesses," said Bill Winters, co-CEO of JPMorgan Investment Bank. "After conducting due diligence, we're comfortable with the quality of Bear Stearns' business, and are pleased to have them as part of our firm'.

'JPMorgan Chase's management team has a strong track record of effective merger integration', said Heidi Miller, CEO of JPMorgan Treasury & Securities Services business. 'We will work closely in the coming weeks with Bear Stearns' clients and management to execute the transaction quickly'.  

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain governmental and self-regulatory organization approvals of the merger on the proposed terms and schedule, and any changes to regulatory agencies' outlook on, responses to and actions and commitments taken in connection with the merger and the agreements and arrangements related thereto; the extent and duration of continued economic and market disruptions; adverse developments in the business and operations of Bear Stearns, including the loss of client, employee, counterparty and other business relationships; the failure of Bear Stearns stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the merger may not be fully realized or may take longer to realize than expected; disruption from the merger making it more difficult to maintain business and operational relationships; increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing regulation in the U.S. and internationally and the exposure to litigation and/or regulatory actions'.  

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