BUFFALO, N.Y. and WILMINGTON, Del., Nov.
1, 2010 /PRNewswire-FirstCall/ -- M&T Bank
Corporation (NYSE: MTB) ("M&T") and Wilmington Trust
Corporation (NYSE: WL) ("Wilmington Trust") announced jointly today
that they have entered into a definitive agreement under which
Wilmington Trust will merge with M&T, forming one of the
largest and strongest banks in the eastern United States, a national leader in wealth
management and a premier global provider of financial services to
corporate clients.
Under the terms of the merger agreement, Wilmington Trust common
shareholders will receive 0.051372 shares of M&T common stock
in exchange for each share of Wilmington Trust common stock they
own in a stock-for-stock transaction valued at approximately
$351 million that is expected to
close by mid-year 2011.
Headquartered in Buffalo, NY,
M&T has $68.2 billion in assets,
and has extensive operations in the Mid-Atlantic Region.
Wilmington Trust, based in Wilmington, DE, has $10.4 billion in assets.
"This strategic partnership brings together two institutions
that share many common values, and that operate several distinct
but complementary lines of business," said M&T Chairman and
CEO, Robert G. Wilmers. "By
leveraging the combined strengths of both organizations, we are
building an even more powerful franchise with strength and
stability, scale and density and top-of-class products and
services."
Donald E. Foley, Chairman and CEO
of Wilmington Trust said, "Wilmington Trust today has two very
strong fee-based businesses that continue to perform well.
However, as our third quarter earnings announcement shows, we
continue to face difficult financial realities associated with the
credit quality of the loan portfolio in our banking business.
As a result, our Board examined a range of strategic
alternatives and has held discussions with several potential
partners. After careful study, the Board, advised by its lead
financial adviser Lazard Freres & Co., LLC, concluded that our
merger with M&T is the best available option for our
stockholders and also serves the interests of our clients and
almost 3,000 staff members. In M&T, Wilmington Trust has found
a partner with complementary businesses, a strong financial
foundation and an outstanding reputation. Our merger will
allow us to build on our many strengths and preserve our commitment
to clients and the Delaware
community."
Leading Community Banking Franchise
Its merger with Wilmington Trust will extend M&T's community
banking franchise, and add to its market-leading positions in
Upstate New York, Central
Pennsylvania and the Mid-Atlantic region. M&T will
acquire 48 branch locations in Delaware and 225 ATMs, and there is no overlap
between branch networks. Following completion of the merger,
M&T will operate approximately 800 branches and 2,000 ATMs in
eight states, the District of
Columbia and Ontario,
Canada.
M&T expects to gain approximately $8.3 billion in deposits and $8.1 billion in loans from the merger (before
acquisition accounting adjustments), giving M&T the top deposit
share and a leading commercial lending position in Delaware. M&T already has the top
commercial lending share in Maryland, is the top SBA lender in the
Baltimore, Philadelphia and Washington, DC districts and holds the
second-largest deposit share in Maryland.
Wilmington Trust's individual and commercial customers can
continue to bank in the same convenient locations and with the same
knowledgeable banking professionals they know and trust today—and
they will also gain access to M&T's wider network of branches
and ATMs and a wider variety of products and services.
M&T will continue Wilmington Trust's rich tradition of
involvement in its Delaware
communities and maintain its existing level of charitable
activities.
Transformative Opportunity in Wealth Advisory Services and
Corporate Client Services
The combination of the two companies' complementary advisory
businesses—Wilmington Trust's Wealth Advisory Services and
Corporate Client Services units and M&T's Investment Group—will
both grow and diversify the combined company's revenue stream.
M&T will retain the recognizable and reputable Wilmington
Trust brand for all wealth advisory and corporate services
businesses, which will be based in Delaware, and will seek to introduce those
services to its existing commercial banking customers across the
M&T footprint. Simultaneously, M&T will introduce its
branch-based retail investment and insurance related businesses
across the Wilmington Trust branch network under the M&T
Securities brand.
Transaction Details
Based on M&T's closing stock price of $74.75 on October 29,
2010, the transaction is valued at $3.84 per Wilmington Trust share. The
purchase price represents 1.0x tangible book value as of
September 30, 2010. M&T
anticipates that the transaction will be accretive to GAAP and
operating earnings per share in 2012, and estimates its internal
rate of return on the investment to exceed 20%.
M&T will assume responsibility for Wilmington Trust's
$330 million in Series A preferred
stock sold to the U.S. Treasury under the U.S. government's Capital
Purchase Program (CPP) in December
2008.
The merger has been approved by the boards of directors of each
company, and is subject to certain customary conditions, including
regulatory approval and approval by Wilmington Trust's common
shareholders. After the transaction is completed, Mr. Foley
will be appointed to the boards of directors of M&T and its
principal banking subsidiary, M&T Bank.
Wilmington Trust is a financial services holding company that
provides Regional Banking services throughout the mid-Atlantic
region, Wealth Advisory services to high-net-worth clients in 36
countries, and Corporate Client services to institutional clients
in 89 countries. Its wholly owned bank subsidiary, Wilmington Trust
Company, which was founded in 1903, is one of the largest personal
trust providers in the United
States and the leading retail and commercial bank in
Delaware. Wilmington Trust and its
affiliates have offices in Arizona, California, Connecticut, Delaware, Florida, Georgia, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New
Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel
Islands, London,
Dublin, Frankfurt, Luxembourg, and Amsterdam.
M&T is a bank holding company headquartered in Buffalo, New York. M&T's banking
subsidiaries, M&T Bank and M&T Bank, National Association,
operate retail and commercial bank branches in New York, Pennsylvania, Maryland, Virginia, West
Virginia, New Jersey,
Delaware, the District of Columbia and Ontario, Canada.
Lazard Freres & Co, LLC acted as lead financial adviser to
Wilmington Trust and Morgan Stanley rendered a fairness opinion in
connection with the transaction, and Skadden, Arps, Slate, Meagher
& Flom LLP acted as its legal adviser. RBC Capital
Markets acted as financial adviser to M&T, and Wachtell,
Lipton, Rosen & Katz acted as
its legal adviser in the transaction.
Conference Call
Wilmington Trust and M&T will hold a joint conference call
regarding this announcement today, Monday,
November 1, at 10:00 a.m. Eastern
Time. The call may be accessed by calling 877-407-8031
(United States and Canada) or 201-689-8031 (outside United States and Canada). The investor presentation for
this transaction can be accessed at
http://www.investorcalendar.com/IC/CEPage.asp?ID=159799 or at
M&T's website at http://ir.mandtbank.com/events.cfm.
Forward Looking Information
This press release contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act giving
M&T's expectations or predictions of future financial or
business performance or conditions. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may", or by
variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time.
Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in our filings with
the U.S. Securities and Exchange Commission (the "SEC") and those
identified elsewhere in this presentation, the following factors
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the merger, including approval by Wilmington Trust shareholders, on
the expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the M&T and Wilmington
Trust businesses or fully realizing cost savings and other
benefits; business disruption following the merger; changes in
asset quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of M&T products and services;
customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; and the impact,
extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms, including those
associated with the Dodd-Frank Wall Street Reform and Consumer
Protection Act.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
Additional Information
In connection with the proposed merger, M&T will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Wilmington Trust Corporation ("Wilmington
Trust") and a Prospectus of M&T, as well as other relevant
documents concerning the proposed transaction. INVESTORS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about M&T and Wilmington Trust at the SEC's
Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, at http://www.mtb.com under
the tab "About Us" and then under the heading "Investor Relations"
and then under "SEC Filings." Copies of the Proxy
Statement/Prospectus and the SEC filings that will be incorporated
by reference in the Proxy Statement/Prospectus can also be
obtained, free of charge, by directing a request to Investor
Relations, One M&T Plaza, Buffalo,
New York 14203, (716) 842-5138.
M&T and Wilmington Trust and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Wilmington Trust
in connection with the proposed merger. Information about the
directors and executive officers of M&T is set forth in the
proxy statement for M&T's 2010 annual meeting of stockholders,
as filed with the SEC on a Schedule 14A on March 5, 2010. Information about the
directors and executive officers of Wilmington Trust is set forth
in the proxy statement for Wilmington Trust' 2010 annual meeting of
stockholders, as filed with the SEC on a Schedule 14A on
February 22, 2010. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. You may obtain
free copies of this document as described in the preceding
paragraph.
CONTACT:
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Michael Zabel
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716-842-5385
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mzabel@mtb.com
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SOURCE M&T Bank Corporation