Filed by Marshall &
Ilsley Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Marshall & Ilsley Corporation
(Commission File No. 001-33488)
On
March 9, 2011, Marshall & Ilsley Corporation sent the following message to
its employees:
Integration Status Update and New Employee FAQs
A Message from Russ Robertson and Cecily
Mistarz
As integration planning continues, teams from
BMO, Harris and M&I continue to work together to deliver a smooth and
successful integration for our customers, employees and shareholders.
Last week, Bill Downe provided an enterprise integration update as
part of BMO’s Q1 financial results.
Click
here
for
a Message from Mark Furlong and Bill Downe on Q1 Results.
Bill’s remarks and the analyst Q&A transcript are
available on BMO’s Investor Relations site
(www.bmo.com/IR).
Today BMO-Harris launched a page on the BMO-Harris intranet that houses all
integration-related communications. At M&I, employees can find all
information on the integration on MiNet, archived under the BMO/M&I
Transition Information sidebar banner. We are working to provide M&I
employees with access to the BMO-Harris intranet site immediately after the
deal closes.
BMO, Harris and M&I have posted a new document on our respective intranet
pages that captures our most recent
Key Messages and FAQs
.
As with any integration, work and key decisions need to follow an orderly
process. We are taking the right amount of time to plan and we are being very
deliberate in the choices we are making. We don’t have answers to all of the
questions our employees and customers have for us today because a lot of the
work is still in progress. This new Key Messages/FAQ document reflects the
information we have to date; however, it is a living document that will be further
updated as we move forward through the integration.
We are committed to communicating key outcomes and information throughout the
integration process and we look forward to providing you with updates.
It’s difficult in the midst of integration planning to keep your customers at
the center of everything you do, but we know that employees at both M&I and
Harris are successfully doing just that. Thank you very much for your continued
focus on delivering a great customer experience.
Russ Robertson
Executive vice president, Business Integration, BMO Financial Group, and
vice-chair of Harris Financial Corp.
Cecily Mistarz
Executive vice president, Integration Management Office Director, Harris
Click here to download a pdf of the Key Messages and FAQs (Frequently Asked
Questions)
Key
Messages and FAQ – March 8, 2011
On Friday, December 17, 2010, BMO Financial Group and
Marshall & Ilsley Corporation (M&I) announced that they have signed a
definitive agreement for BMO to acquire M&I. The transaction is subject to
customary closing conditions, including regulatory approvals and approvals from
the M&I shareholders.
Below are key messages and Q&A for employees
updated as of March 8, 2011
Overarching
Key Messages
•
Customers are at the center of what we do and who we are:
Our vision is
to be the bank that defines great customer experience – building that
reputation with new customers and deepening it with existing customers. A seamless
transition for customers and employees is our top priority.
•
Long tradition of community banking:
Strong local ties, supported by
teams of bankers our customers know and trust – that is what is most important
to us. Customers of the combined bank will benefit from the increased convenience
of an expanded footprint. Our U.S. presence will include approximately 700
branches – and more than 1600 branches across North America.
•
Helping our customers succeed:
Helping customers and communities be
successful is something we think about all the time – and why we aspire to be
the bank that defines great customer experience. The company’s goal is to be in
a top-three position everywhere we compete, and to set the standard when it
comes to customer service. BMO’s people, reputation, strong balance sheet,
liquidity, strong risk management framework and capital position reinforce our
ability to serve customers exceptionally well.
•
Three centuries of community commitment:
The BMO Financial Group is a
company deeply rooted in the economic success of North America (with
headquarters in Toronto and Chicago) dating back to the 1800s. Together, our
combined companies have more than three centuries of experience in serving
customers and communities. We share common values rooted in our commitment to
providing the best in customer service.
General FAQs
When will the deal close?
The transaction has been approved by the
BMO and M&I Boards of Directors and is subject to customary closing
conditions, including regulatory approvals and approval from M&I
shareholders. We expect to close in BMO’s fiscal Q3 (May 1 – July 31).
How long will the systems conversion take?
Our commitment is to deliver a seamless
transition for our customers and our employees. The systems conversion is
expected to take 12-18 months after the deal closes. We will take the necessary
time to do it right.
Who is leading the Merger Integration
team?
The Integration Leader is Russ Robertson.
The Integration Director reporting to Russ is Cecily Mistarz.
Who will lead the new company?
Upon closing,
Mark Furlong, who is currently Chairman, President and CEO of M&I, will
become CEO of the combined U.S. Personal and Commercial banking business, based
in Chicago. He will report to Bill Downe and will join BMO’s Management
Committee. Also, upon closing, Ellen Costello will serve as CEO of Harris
Financial Corp. and U.S. Country Head for BMO with oversight for all U.S.
governance. She will report to Bill Downe and will continue to serve as a
member of BMO’s Management Committee.
Who will be the leadership team for the
new company and other lines of business?
We plan to announce the new leadership teams in
the coming weeks.
Have you made any decisions about how the
combined operation will be marketed and branded? What will be the name of the
new combined bank?
At close, Harris and M&I will become
one combined bank but will continue to use the Harris and M&I brands until
systems conversion.
We’ve been looking carefully at how best
to present our combined operations in the context of BMO Financial Group’s
longer term goals in the U.S. and how best to meet customer expectations. We
are excited to combine the strengths of the M&I, BMO and Harris and look
forward to sharing more details at an appropriate time.
What types of approval do you need,
regulatory and otherwise?
The transaction has been approved by the BMO and
M&I Boards of Directors. Approval from shareholders of M&I is also
required. Regulatory approvals are also required, including by the Federal
Reserve, Office of the Comptroller of the Currency, and the Office of
Superintendent of Financial Institutions (OSFI) in Canada.
What Integration Means for Employees
Employee Key Messages
• We are committed to an
environment where employees are encouraged to explore their potential and
contribute at their fullest. Our culture is one that rewards employees for
strong performance.
• At close, the expanded
expertise of our U.S. employee base will drive our ability to compete
successfully in our expanded footprint. We expect that our strengthened Midwest
presence will create opportunities.
• Excellence in customer experience is
directly aligned with a talented, engaged workforce.
• We must view ourselves as
one company, with no borders or boundaries. They’re irrelevant to customers and
they’re irrelevant to customer opportunity. We are all part of a unified North
American business.
• As with any integration,
there will be job reductions. BMO has a commitment to treat all employees
fairly and to communicate with them about where they stand.
Employee FAQs
Will you close any branches?
BMO/Harris and M&I operate with little
geographical overlap; as a result we anticipate minimal impact on customer
serving roles within the branch system in particular. As we finalize our plans,
we’ll communicate as appropriate.
How are you planning to consolidate
non-customer facing departments?
The Integration Management team is leading
a strategic process related to all the complex issues involved in integrating
the companies. We will communicate key timelines throughout the integration
process.
Will there be layoffs? And if so, how many
will there be?
Inevitably, we do expect staff reductions.
BMO has a commitment to treat all employees fairly and to communicate with
them. Impacted employees will be supported through job transition policies and
through HR and employee relations support.
When will I know if my job will be
affected?
We currently are working through the
structure and makeup of the new combined company. We will use the time leading
up to our anticipated close date to undertake a thorough assessment of the
needs and management structure that will work best for the new bank. We will be
taking a thoughtful and measured approach to all organizational changes related
to this transaction, as we do with all acquisitions.
Will the company provide outplacement
services to support the needs of employees whose positions have been eliminated?
As with all mergers and acquisitions that
affect employees, eligible employees whose positions are eliminated will
receive severance and career transition support.
Can employees apply for job openings posted with the other
company?
Until the closing of the transaction, the
two companies remain separate companies. Information for M&I employees on
applying for BMO Financial Group positions will be available after the
transaction closes.
If my position is eliminated, will I be
able to apply for other opportunities at the company?
Yes, employees whose positions are
eliminated are encouraged to apply for other opportunities within the company.
Can my team and I go meet with BMO/Harris
or M&I employees?
As a general rule, if your team is involved
in integration planning, it’s a good idea to meet with the teams from each of
the banks. If you don’t have specific integration planning work underway, there
should not be a need to formally meet with BMO/Harris or M&I employees.
How should I handle calls from vendors
with questions about doing business?
It continues to be business as usual for
both companies; employees of both BMO/Harris and M&I should continue
handling supplier and vendor inquiries as they have in the past.
The combined company will communicate any
decisions regarding vendor relationships at the appropriate time as it works
through the integration process.
Please direct any vendor inquiries that
require escalation to:
BMO/Harris: Eileen Castles at
Eileen.Castles@harrisbank.com
or 312-461-3538
M&I: Mary Kay Merkt at
Marykay.Merkt@micorp.com
or 414-489-6408
Where can I find out more information
regarding the acquisition? Is there a central resource?
Currently all communications related to
the acquisition are posted on the Harris/M&I Transition site and on MiNet
(M&I’s employee intranet site).
What should Relationship Managers (RM) do
when a customer of the other bank asks for a solicitation of business?
It is business as usual until the
acquisition closes, so treat the situation exactly the same as if that customer
were the customer of any other bank.
Can an RM solicit a potential customer
with an existing relationship at the other bank?
It is business as usual until the
acquisition closes. The two companies operate independently of one another, so
an RM can solicit a prospect at the other bank.
How should we handle situations where both
banks have relationships with a customer?
We should handle a situation where both
banks have relationships with a customer in the same manner we would if it were
any other bank. It is business as usual until the acquisition closes, and that
is how we should operate. Confidential BMO/Harris information, such as customer
names, product development and pricing, cannot be shared with M&I and vice
versa. Failure to comply could adversely impact the ability to complete the
transaction.
Should we proactively reach out to
customers? If so, what should we say?
We should contact our customers with the
same frequency that we typically contact them. If they ask us about the
acquisition, we should tell them:
• Until the deal closes, it is business as
usual and the two companies will continue to operate independently.
• Customers should continue to bank as
they do today.
• Both banks share a strong
commitment to customers and to the community. This is good news for shareholders,
customers, employees and the communities we serve. Over time, customers will
gain access to new products and services, as the best of each bank is made
available in the combined operation.
• BMO Financial Group is
already a North American leader in Commercial banking, with a reputation for
being a consistent and disciplined lender throughout the business cycle. The
combined bank will maintain and strengthen this proud tradition of commitment
to customers in communities that both Harris and M&I have served over the
years.
As a
Commercial RM, what are some key points I should be sharing with my customers
today, prior to close?
This acquisition is great news. Both banks
have a strong commitment to customers and to the community. Customers of the
combined bank will benefit from added capabilities and the increased
convenience of an expanded footprint. Our U.S. presence will include approximately
700 branches – and more than 1600 branches across North America.
Harris
and M&I operate with little geographic overlap, so while our geographic
reach has been expanded, we anticipate few branch closures.
What Integration Means for Customers
Customer Key Messages
• Our customers’ success is at the center
of what we do.
• BMO has one clear customer
philosophy across all its businesses: making money make sense.
• We were founded on the
belief that all banking is local. Today, we combine that heritage for community
banking and exceptional customer experience with a global presence and strong
capital position.
• Our
combined companies will grow our ability to deliver customers the financial
guidance and tools they need to succeed.
• Our people and our financial
products are designed to help customers achieve their financial goals of
controlling spending, growing savings, borrowing smartly, and investing wisely.
• Customers will have access
to one combined bank with greatly expanded resources to deliver the best in
customer service for their retail, commercial, and wealth management needs.
• Both banks are deeply rooted
in the Midwest. With its U.S. headquarters in Chicago, BMO has been a presence
in the Midwest since 1861; M&I is based in Milwaukee and has been serving
the Midwest since 1847 with a strong nationwide presence in certain businesses.
Customer FAQs
How will customers be affected?
Over the next several months, nothing will
change; it will be business as usual for customers while we work through our
integration plans leading up to deal close
.
BMO/Harris and M&I set the standard
for exemplary customer experience and commitment to communities, and we will
build upon this reputation.
A key focus of our integration efforts
will be to effect a seamless transition and to communicate regularly with our
customers throughout the process
.
Making all customers feel welcome will
be a high priority as we work together to build upon BMO/Harris’ and M&I’s
reputations for exemplary service.
This transaction is good news for both
companies’ shareholders, customers, employees and communities. It will position
the organization with the capital strength and scale to enhance its commitment
to customers and communities. Over time, customers will gain access to new
products and services, as the best of each bank is made available to the
combined operation.
Also, as a North American leader in
commercial banking with a reputation for being a consistent and disciplined
lender throughout the business cycle, we will continue and strengthen the proud
tradition of commitment to customers and community that both organizations have
established over so many years.
Does anything change with my account or
how I bank today?
Until the deal closes, it is business as
usual and the two companies will continue to operate independently. Customers
should continue to bank as they do today at our branches, over the phone or
online.
Will I be notified if there are any
changes to my account?
We
are committed to timely, simple and straightforward communications if there are
any changes to your account.
What’s in it for me? Can I expect more
products and services? Can I expect the same level of service? Can I expect new
products to come from the combined company?
This transaction is good news for shareholders,
customers, employees and the communities we serve. It will position M&I
with the capital strength and scale to enhance its commitment to customers and
communities. Over time, customers will gain access to new products and
services, as the best of each bank is made available to the combined operation.
This acquisition gives us the opportunity to leverage the greatest strengths of
both organizations: our brands and reputations.
Also, as a
North American leader in commercial banking with a reputation for being a
consistent and disciplined lender throughout the business cycle, we will
continue and strengthen the proud tradition of commitment to customers and
community that both organizations have established over so many years.
Should I have any concerns about my money
and investments?
BMO Financial Group is strong and well
capitalized, with a long history deeply rooted in the economic success of North
America.
What happens to my insurance coverage if I
have deposits at insured banks that merge? How do I verify my FDIC insurance
coverage?
When two or more insured banks merge,
deposits from the assumed bank are separately insured from deposits at the
assuming bank for at least six months after the merger. This grace period gives
a depositor the opportunity to restructure his or her accounts, if necessary.
Certificates
of Deposit (CDs) from the assumed bank are separately insured until the earliest
maturity date after the end of the six-month grace period. CDs that mature
during the six-month period and are renewed for the same term and in the same
dollar amount (either with or without accrued interest) continue to be
separately insured until the first maturity date after the six-month period. If
a CD matures during the six-month grace period and is renewed on any other
basis, it would be separately insured only until the end of the six-month grace
period.
The FDIC
has helpful tools to assist you in determining your FDIC insurance coverage.
Please visit
http://www.fdic.gov/deposit/deposits/index.html
or call 1-877-ASK-FDIC (1-877-275-3342) or 1-800-925-4618 (hearing
impaired line) for more information.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication
are forward-looking statements under the United States Private Securities
Litigation Reform Act of 1995 (and are made pursuant to the ‘safe harbour’
provisions of such Act) and applicable Canadian securities legislation. These
forward-looking statements include, but are not limited to, statements with
respect to the expected closing of the proposed acquisition of M&I, plans
for the acquired business and the financial impact of the acquisition and are
typically identified by words such as “believe”, “expect”, “anticipate”,
“intend”, “estimate”, “plan”, “will”, “should”, “may”, “could” and other
similar expressions.
By their nature, forward-looking
statements are based on various assumptions and are subject to inherent risks
and uncertainties. We caution readers of this communication not to place undue
reliance on our forward-looking statements as the assumptions underlying such
statements may not turn out to be correct and a number of factors could cause
actual future results, conditions, actions or events to differ materially from
the targets, expectations, estimates or intentions expressed in the
forward-looking statements.
Such factors include, but are not limited
to: the possibility that the proposed transaction does not close when expected
or at all because required regulatory, shareholder or other approvals and other
conditions to closing are not received or satisfied on a timely basis or at
all; the terms of the proposed transaction may need to be modified to satisfy
such approvals or conditions; the anticipated benefits from the proposed transaction
such as it being accretive to earnings, expanding our North American presence
and cost savings and synergies are not realized in the time frame anticipated
or at all as a result of changes in general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations (including
changes to capital requirements) and their enforcement, and the degree of
competition in the geographic and business areas in which M&I operates; the
ability to promptly and effectively integrate the businesses of M&I and
BMO; reputational risks and the reaction of M&I’s customers to the
transaction; diversion of management time on merger-related issues; increased
exposure to exchange rate fluctuations;
and those other
factors set out on pages 29 and 30 of BMO’s 2010 Annual Report. A significant
amount of M&I’s business involves making loans or otherwise committing
resources to specific companies, industries or geographic areas. Unforeseen
events affecting such borrowers, industries or geographic areas could have a
material adverse effect on the performance of our integrated U.S. operations.
BMO does not undertake to update any
forward-looking statement, whether written or oral, that may be made, from time
to time, by the organization or on its behalf, except as required by law.
Additional
information for shareholders
In connection with the proposed merger
transaction, BMO has filed with the Securities and Exchange Commission a
Registration Statement on Form F-4 that includes a preliminary Proxy Statement
of M&I, and a preliminary Prospectus of Bank of Montreal, as well as other
relevant documents concerning the proposed transaction.
Shareholders are
urged to read the Registration Statement and the preliminary Proxy
Statement/Prospectus regarding the merger, the definitive Proxy
Statement/Prospectus 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.
A free copy of
the preliminary Proxy Statement/Prospectus, as well as other filings containing
information about BMO and M&I, may be obtained at the SEC's Internet site
(http://www.sec.gov). You can also obtain these documents, free of charge, from
BMO at www.BMO.com under the tab "About BMO – Investor Relations" and
then under the heading "Frequently Accessed Documents", from BMO
Investor Relations at
investor.relations@bmo.com
or 416-867-6642, from
M&I by accessing M&I’s website at www.MICorp.com under the tab
"Investor Relations" and then under the heading "SEC
Filings", or from M&I at (414) 765-7814.
BMO and M&I and certain of their
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of M&I in connection with the
proposed merger. Information about the directors and executive officers of BMO
is set forth in the proxy statement for BMO’s 2011 annual meeting of shareholders,
as filed with the SEC on Form 6-K on February 25, 2011. Information about the directors
and executive officers of M&I is set forth in the proxy statement for
M&I’s 2010 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 12, 2010. Additional information regarding the interests
of those participants and other persons who may be deemed participants in the
transaction may be obtained by reading the above-referenced preliminary Proxy
Statement/Prospectus and the definitive Proxy Statement/Prospectus when it
becomes available. Free copies of this document may be obtained as described in
the preceding paragraph.
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