- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 01 2010 - 2:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 2010
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
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New York
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1-9861
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16-0968385
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One M&T Plaza, Buffalo, New York 14203
(Address of principal executive offices, including zip
code)
Registrant’s telephone number, including area code:
(716) 842-5445
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01.
Other Events
On November
1, 2010, M&T Bank Corporation (“M&T”) and Wilmington Trust
Corporation (“Wilmington Trust”) issued a joint press release announcing
the execution of an Agreement and Plan of Merger, dated as of October 31, 2010,
by and among M&T, Wilmington Trust and MTB One, Inc., a Delaware
corporation and wholly owned subsidiary of M&T. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item
9.01.
Financial Statements and Exhibits
(d)
Exhibits.
The following exhibits are filed herewith:
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Description of
Exhibit
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99.1
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Press release dated
November 1, 2010.
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Forward-Looking
Statements
This
Current Report on Form 8-K contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act giving the Company'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 M&T’s and Wilmington Trust’s
reports filed 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
stockholders, 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.
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 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 SECs 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&Ts 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 Trusts 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, M&T Bank Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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M&T BANK CORPORATION
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/s/ René F. Jones
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René F. Jones
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Executive Vice President and Chief Financial Officer
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Date: November 1, 2010
EXHIBIT INDEX
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Description of
Exhibit
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99.1
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Press release dated
November 1, 2010.
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