Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Marshall & Ilsley Corporation by Bank of Montr
January 05 2011 - 5:14PM
Marketwired
Brower Piven, A Professional Corporation announces that a class
action lawsuit has been commenced in the United States District
Court for the Eastern District of Wisconsin on behalf of all
shareholders of Marshall & Ilsley Corporation ("Marshall &
Ilsley") (NYSE: MI).
The claims asserted in the complaint arise from the proposed
buyout ("Acquisition") of Marshall & Ilsley by BMO Financial
Group ("BMO" or "Bank of Montreal"). On December 17, 2010, Marshall
& Ilsley and BMO announced that they had entered into a
definitive agreement ("Agreement") under which Bank of Montreal
will acquire all outstanding shares of the common stock of Marshall
& Ilsley in a stock-for-stock transaction. According to the
complaint, and pursuant to the terms of the Agreement, each
outstanding share of Marshall & Ilsley will be exchanged for
0.1257 shares of BMO upon closing; based on the closing share price
of BMO of C$62.05 on December 16, 2010, the transaction values each
share of Marshall & Ilsley at US$7.75. The complaint alleges
that this price range is clearly inadequate and substantially
undervalues Marshall & Ilsley. Indeed, the complaint states
that Marshall & Ilsley's stock traded as high as $10.66 per
share as recently as April 21, 2010. Moreover, the complaint
alleges that Bank of Montreal is paying 1.26 times revenue, less
than half the 3.17 times revenue for the average purchase of
similar-sized U.S. banks. The Acquisition is expected to close
prior to July 31, 2011.
The complaint alleges that the Acquisition is the product of a
fundamentally flawed process that is designed to ensure the
acquisition of Marshall & Ilsley by Bank of Montreal on terms
preferential to BMO, but detrimental to plaintiff and the other
shareholders of Marshall & Ilsley. According to the complaint,
the Acquisition was negotiated by and designed to benefit Marshall
& Ilsley's leadership team, who have been promised continuing
roles in the combined entity going forward. In fact, the complaint
alleges that upon closing of the proposed transaction, the
company's Chairman and Chief Executive Officer, Mark F. Furlong,
will become Chief Executive Officer of BMO's combined U.S. personal
and commercial banking business. The complaint also alleges Bank of
Montreal is merely attempting to acquire Marshall & Ilsley for
a bargain price following the dramatic recession and unprecedented
decline in real estate values of the past few years.
If you are a current owner of shares of Marshall & Ilsley,
you may obtain additional information about this lawsuit by
contacting Brower Piven at www.browerpiven.com, by email at
piven@browerpiven.com, by calling 410/415-6701, or at Brower Piven,
A Professional Corporation, 1925 Old Valley Road, Stevenson,
Maryland 21153. Attorneys at Brower Piven have combined experience
litigating securities and class action cases of over 60 years. If
you choose to retain counsel, you may retain Brower Piven without
financial obligation or cost to you, or you may retain other
counsel of your choice. You need take no action at this time to be
a member of the class.
CONTACT: Charles J. Piven Brower Piven, A Professional
Corporation Stevenson, Maryland 410/415-6701 Email Contact
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