Marshall & Ilsley Corporation to Merge With United Heritage Bankshares of Florida, Inc.
December 04 2006 - 7:57AM
PR Newswire (US)
MILWAUKEE and ORLANDO, Fla., Dec. 4 /PRNewswire-FirstCall/ --
Marshall & Ilsley Corporation (NYSE:MI) (M&I) and United
Heritage Bankshares of Florida, Inc. (United Heritage) today
announced they have signed a definitive agreement for M&I to
merge with Orlando-based United Heritage. Under the agreement,
United Heritage shareholders will receive 0.8740 of a share of
M&I common stock for each share of United Heritage common
stock. Based on the price of M&I's shares at the close of
business on December 1, 2006, the transaction value is
approximately $217 million, or $40.25 per share of United Heritage
common stock. The transaction is expected to be completed in the
second quarter of 2007, subject to the affirmative vote of United
Heritage's shareholders, regulatory approvals, and other customary
conditions. The transaction is expected to be less than 1 percent
dilutive to M&I's earnings per share in the first year after
the acquisition closes, approximately neutral to earnings per share
in the second year, and accretive to earnings per share thereafter.
M&I expects to repurchase approximately $50 million worth of
its common stock issued in the transaction. The expected cumulative
effect of these transactions on M&I's tangible equity is
negligible. United Heritage Bank, with $736 million in assets as of
September 30, 2006, has 13 branches in the metropolitan Orlando
area. The current United Heritage Bank branches are expected to
become M&I Bank branches in the second quarter of 2007. "United
Heritage's strong commercial real estate and growing commercial
loan base will provide us with an attractive franchise in the
dynamic Orlando market," said Dennis J. Kuester, chairman and chief
executive officer, Marshall & Ilsley Corporation. "The
introduction of M&I's line of products and services to our new
customers will provide additional growth opportunities." "As we've
been building our Florida franchise, our team identified the
Orlando market and specifically United Heritage as a key priority
for expansion," Kuester added. "United Heritage is joining a
financial institution with a reputation for serving its communities
and has a commitment to relationship banking that mirrors our own,"
said David Powers, president and chief executive officer, United
Heritage. "As a result of this partnership, our customers and
associates will have the opportunity to benefit from the broad
range of products and services M&I has to offer. We have had a
long standing relationship with M&I and view this as a natural
progression for our company, employees, and customers." "David
Powers and his team at United Heritage are highly respected in the
Orlando metropolitan area for their dedication to providing
excellent customer service and a strong commitment to the
community," said Mark Furlong, president, Marshall & Ilsley
Corporation. "Their expertise and continued leadership will play a
key role in M&I's future growth in the Orlando market."
Marshall & Ilsley Corporation (NYSE:MI) is a diversified
financial services corporation headquartered in Milwaukee, Wis.,
with $55.5 billion in assets. Founded in 1847, M&I Marshall
& Ilsley Bank is the largest Wisconsin- based bank. M&I
Bank has 195 offices throughout the state. In addition, M&I has
45 locations throughout Arizona; 17 offices in Kansas City and
nearby communities; 17 offices on Florida's west coast; 17 offices
in metropolitan Minneapolis/St. Paul, and one in Duluth, Minn.;
three offices in Tulsa, Okla.; and one office in Las Vegas, Nev.
M&I's Southwest Bank subsidiary has 15 offices in the greater
St. Louis area. Metavante Corporation, Marshall & Ilsley
Corporation's wholly owned technology subsidiary, provides
virtually all of the technology an organization needs to offer
financial services. M&I also provides trust and investment
management, equipment leasing, mortgage banking, asset-based
lending, financial planning, investments, and insurance services
from offices throughout the country and on the Internet (
http://www.mibank.com/ or http://www.micorp.com/ ). M&I's
customer-based approach, internal growth, and strategic
acquisitions have made M&I a nationally recognized leader in
the financial services industry. United Heritage was founded in
2001 and has $736 million in assets as of September 30, 2006.
Headquartered in Orlando, Florida, United Heritage Bank has 13
locations in Orange and Seminole counties. United Heritage Bank
offers a full menu of financial service products to its clients.
Godfrey & Kahn, S.C., Milwaukee, Wisconsin, acted as legal
advisor to Marshall & Ilsley Corporation. Keefe Bruyette &
Woods, Inc. served as financial advisor to United Heritage and
provided a fairness opinion to the Board of Directors with respect
to the consideration to be paid to the shareholders of United
Heritage, and Smith Mackinnon, PA, Orlando, Florida, acted as legal
advisor to United Heritage. M&I and United Heritage intend to
file a registration statement on Form S-4, which will include a
proxy statement/prospectus and other relevant materials in
connection with the proposed merger transaction involving M&I
and United Heritage. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC when they become
available at the SEC's website at http://www.sec.gov/ . In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by United Heritage at United
Heritage Bank's website at http://www.uhb-fl.com/ or by contacting
United Heritage investor relations via telephone at 407-712-6151.
Investors and security holders may obtain free copies of the
documents filed with the SEC by M&I at M&I's website at
http://www.micorp.com/ , Investor Relations, or by contacting
M&I investor relations via telephone at 414-765-7834. M&I,
United Heritage and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of United Heritage in connection with
the merger transaction. Information regarding directors and
executive officers of M&I and United Heritage and their
respective interests in the proposed transaction will be available
in the proxy statement/prospectus of M&I and United Heritage
described above and other relevant materials to be filed with the
SEC. This document contains forward-looking statements about
M&I, United Heritage and the combined company which are within
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include statements with respect to the
expected timing, completion and effects of the proposed merger and
the financial condition, results of operations, plans, objectives,
future performance and business of M&I, United Heritage and the
combined company, including statements preceded by, followed by or
that include the words "believes," "expects," "anticipates" or
similar expressions. These forward-looking statements involve
certain risks and uncertainties. There are a number of important
factors which could cause M&I's and United Heritage's actual
results to differ materially from those anticipated by the
forward-looking statements. These factors include, but are not
limited to: (1) competitive pressures among depository institutions
increasing significantly; (2) changes in the interest rate
environment reducing interest margins; (3) prepayment activity,
loan sale volumes, charge-offs and loan loss provisions; (4)
general economic conditions, either nationally or in the states in
which M&I and United Heritage do business, become less
favorable than expected; (5) expected synergies and cost savings
are not achieved or achieved at a slower pace than expected; (6)
integration problems or delays; (7) legislative or regulatory
changes which adversely affect the businesses in which M&I and
United Heritage are engaged; (8) changes in the securities markets;
(9) the economic impact of terrorist attacks and similar or related
events; (10) receipt of regulatory approvals without unexpected
delays or conditions; (11) changes in the securities markets; (12)
retention of customers and critical employees; (13) unanticipated
changes in laws, regulations, or other industry standards affecting
the businesses of M&I and United Heritage; (14) those
referenced in Item 1A of M&I's Annual Report on Form 10-K for
the year ended December 31, 2005, under the heading "Risk Factors;"
and (15) those referenced in Item 1A of United Heritage's Annual
Report on Form 10-K for the year ended December 31, 2005, under the
heading "Risk Factors." Further information on other factors which
could affect the financial results of M&I and United Heritage
after the merger are included in M&I's filings with the
Securities and Exchange Commission. These documents are available
free of charge at the Commission's website at
http:%5Chttp://www.sec.gov/ or from M&I. DATASOURCE: Marshall
& Ilsley Corporation CONTACT: Greg Smith, Marshall & Ilsley
Corporation, +1-414-765-7727; or David Powers, United Heritage,
+1-407-712-6151 Web site: http://www.uhb-fl.com/
http://www.mibank.com/ http://www.micorp.com/
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