Marshall & Ilsley Corporation to Acquire Excel Bank Corporation
February 12 2007 - 7:59AM
PR Newswire (US)
MILWAUKEE and MINNEAPOLIS, Feb. 12 /PRNewswire-FirstCall/ --
Marshall & Ilsley Corporation (NYSE:MI) (M&I) and Excel
Bank Corporation (Excel) today announced they have signed a
definitive agreement for M&I to acquire Minneapolis-based Excel
Bank Corporation. Excel, with $633 million in consolidated assets,
has four branches in the greater Minneapolis/St. Paul metro area.
Under the agreement, Excel shareholders will receive $9.08 in cash
and $4.89 in M&I common stock for each share of Excel common
stock or a total of $13.97. The transaction value is approximately
$105 million. The transaction is expected to be completed in the
third quarter of 2007, subject to the affirmative vote of Excel's
shareholders, regulatory approvals, and other customary closing
conditions. The transaction is not expected to have a material
impact on M&I's financial results. "Excel has been a very
important correspondent banking relationship for M&I and we are
particularly pleased that the Excel team is joining M&I," said
Mark Furlong, president, Marshall & Ilsley Corporation.
Marshall & Ilsley Corporation (NYSE:MI) is a diversified
financial services corporation headquartered in Milwaukee, Wis.,
with $56.2 billion in assets. Founded in 1847, M&I Marshall
& Ilsley Bank is the largest Wisconsin-based bank, with 194
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 16 offices in the greater
St. Louis area. In December 2006, M&I signed a definitive
agreement to acquire United Heritage Bankshares of Florida with 13
locations in the Orlando area. The transaction, expected to be
completed in the second quarter of 2007, will give M&I 30
branches along Florida's west coast and central Florida. Metavante
Corporation, a wholly owned subsidiary, provides a full array of
technology products and services for the financial services
industry. 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.
Excel Bank Corporation is a bank holding company headquartered in
Minneapolis, Minnesota, with $633 million in consolidated assets.
Excel Bank Minnesota, founded in 1965, serves its clients through
four branches in the Minneapolis-St. Paul area. During the past
five years, Excel Bank Minnesota's total assets have grown from
$267 million to $615 million, an average annual rate of 15%. Excel
provides a full range of commercial and private banking services to
middle market businesses, real estate developers and investors,
professional service firms, and affluent individuals; and is
recognized for providing unsurpassed service to clients who value
responsiveness, flexibility, and continuity in their banking
relationship. Godfrey & Kahn, S.C., Milwaukee, Wisconsin, acted
as legal advisor to Marshall & Ilsley Corporation. Keefe
Bruyette & Woods, Inc. served as financial advisor to Excel
Bank Corporation and provided a fairness opinion to the Board of
Directors with respect to the consideration to be paid to the
shareholders of Excel, and Fredrikson & Byron, PA acted as
legal advisor to Excel. M&I and Excel 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 Excel.
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 contacting Excel's investor relations via telephone at
612-238-2002. 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 414-765-7797. M&I,
Excel and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Excel in connection with the merger transaction.
Information regarding directors and executive officers of M&I
and Excel and their respective interests in the proposed
transaction will be available in the proxy statement/prospectus of
M&I and Excel described above and other relevant materials to
be filed with the SEC. This document contains forward-looking
statements about M&I, Excel 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, Excel 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 Excel'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
Excel 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 Excel 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) retention
of customers and critical employees; (12) unanticipated changes in
laws, regulations, or other industry standards affecting the
businesses of M&I and Excel; and (13) 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." Further
information on other factors which could affect the financial
results of M&I and Excel 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://www.sec.gov/ or from M&I. DATASOURCE:
Marshall & Ilsley Corporation CONTACT: Greg Smith of Marshall
& Ilsley Corporation, +1-414-765-7727, or David Grandstrand of
Excel Bank Corporation, +1-612-238-2002 Web site:
http://www.mibank.com/ http://www.excelbankmn.com/
http://www.micorp.com/
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