29.11.2005 00:15:00

HSBC Confirms Satisfaction of Condition for Merger with Metris Companies

Metris Companies Inc. (NYSE:MXT) announced following theclose of business today that it had received notice from HSBC FinanceCorporation ("HSBC Finance") that the condition precedent to itspending merger with Metris, which requires the Securities and ExchangeCommission's ("SEC") investigation of Metris to be resolved prior toclosing the transaction, has been satisfied.

HSBC Finance indicated the condition has been satisfied based oncommunications from the Midwest Regional Office of the SEC informingMetris that the Midwest Regional Office does not intend to recommendthat the SEC bring an enforcement action against Metris with respectto the SEC's pending investigation of Metris. The condition wascontained in Section 7.2(g) of the Agreement and Plan of Merger datedas of August 4, 2005 among Metris, HSBC Finance Corporation and HSBCCorporation I.

If the merger is approved by Metris stockholders at the specialstockholder meeting on November 30, 2005, the transaction is expectedto close on December 1, 2005. Upon completion of the transaction,Metris will become a wholly owned subsidiary of HSBC FinanceCorporation.

Metris Companies Inc., based in Minnetonka, Minnesota, is one ofthe largest bankcard issuers in the United States. The company issuescredit cards through Direct Merchants Credit Card Bank, N.A., a whollyowned subsidiary headquartered in Phoenix, Arizona.

HSBC Finance Corporation, headquartered in Prospect Heights,Illinois, through its subsidiaries and affiliates, is the sixthlargest issuer of MasterCard and Visa cards in the nation. HSBCFinance is a subsidiary of HSBC North America Holdings Inc., one ofthe top 10 financial organizations in the United States with assetstotaling more than $300 billion. Both companies are wholly ownedsubsidiaries of HSBC Holdings plc (HSBC) which is headquartered inLondon and is the holding company of HSBC Group, one of the largestbanking and financial services organizations in the world, withwell-established businesses in Europe, the Asia-Pacific region, theAmericas, the Middle East and Africa.

Certain information discussed in this press release may constituteforward-looking statements within the meaning of the federalsecurities law. Forward-looking statements are based on certainassumptions by management and are subject to risks, trends anduncertainties that could cause actual results to differ materiallyfrom those in the forward-looking statements. These risks anduncertainties include, but are not limited to: the fact thatcompletion of the merger is dependent on, among other things, receiptof stockholder and regulatory approvals, the timing of which cannot bepredicted with precision and which may not be received at all;financial performance of each of HSBC Finance and Metris throughcompletion of the merger; changes in the capital markets; theoccurrence of any circumstance or event that would constitute amaterial adverse effect with respect to Metris for purposes of themerger agreement; adverse governmental or regulatory policies; failureto resolve Metris' pending SEC investigation in the mannercontemplated by the terms of the merger agreement; competition fromother financial services companies in Metris' and HSBC Finance'smarkets; the loss of key employees; and general economic conditions,including movements in interest rates, that could adversely affectcredit quality and loan originations and the costs or availability offunding.

For further information on risks that could impact us and thestatements contained in this press release, please refer to ourfilings with the Securities and Exchange Commission, including ourcurrent reports on Form 8-K, quarterly reports on Form 10-Q, andannual reports on Form 10-K, as amended.

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