-- Marshall & Ilsley Corporation shareholders will receive one
share of Marshall & Ilsley Corporation stock and will also
receive one share of Metavante Corporation stock for every three
shares of Marshall & Ilsley Corporation stock held via tax-free
spin-off of Marshall & Ilsley Corporation. MILWAUKEE, April 3
/PRNewswire-FirstCall/ -- Marshall & Ilsley Corporation
(NYSE:MI) today announced its plan to split Marshall & Ilsley
Corporation and Metavante Corporation into independent public
companies. Under an investment agreement with Warburg Pincus, a
global private equity investor, Warburg Pincus has agreed to invest
$625 million to acquire an equity stake of 25 percent in Metavante
Corporation. Marshall & Ilsley Corporation shareholders will
own 75 percent of the shares of Metavante Corporation. The plan
will be implemented through the spin-off of Marshall & Ilsley
Corporation and is intended to be tax-free to Marshall & Ilsley
Corporation and its shareholders. In connection with the plan,
approximately $1.75 billion of new Metavante Corporation debt will
be arranged by J.P. Morgan Securities Inc. and Morgan Stanley. Upon
completion of the transaction, Marshall & Ilsley Corporation
shareholders will receive one share of Marshall & Ilsley
Corporation stock and will also receive one share of Metavante
Corporation stock for every three shares of Marshall & Ilsley
Corporation stock held. Marshall & Ilsley Corporation's board
of directors has unanimously approved the investment agreement and
related transactions and has recommended its approval by Marshall
& Ilsley Corporation's shareholders. Under the investment
agreement with Warburg Pincus, the closing of the transaction,
which is currently expected to occur in the fourth quarter of 2007,
is contingent upon satisfaction of various closing conditions. The
conditions include approval of Marshall & Ilsley Corporation's
shareholders, who will be asked to vote on the proposed
transactions at a special meeting that will be held on a date to be
announced, obtaining a favorable ruling from the Internal Revenue
Service, and other regulatory approvals. Metavante Corporation, as
a stand-alone publicly traded company, will have approximately
5,500 employees. Metavante Corporation generated revenue of $1.5
billion and had net income of $160 million for the year ended
December 31, 2006. It is anticipated there will be no management
changes at Metavante Corporation. Frank Martire will continue to
serve as president and CEO. Mike Hayford will remain senior
executive vice president and chief operating officer. The board of
directors of the new company is expected to have 11 members: Dennis
Kuester, chairman and CEO, Marshall & Ilsley Corporation; Frank
Martire, president and CEO, Metavante Corporation; Mike Hayford,
senior executive vice president and chief operating officer,
Metavante Corporation; David Coulter, a Warburg Pincus managing
director who heads the firm's Financial Services practice; James
Neary, a Warburg Pincus managing director and co-head of the firm's
Technology, Media, and Telecommunications practice; an additional
Warburg Pincus representative to be named; and five independent
directors, one of whom is expected to be Ted Kellner, chairman of
the board and CEO, Fiduciary Management, Inc. and a member of the
Marshall & Ilsley Corporation board of directors. As of
December 31, 2006, Marshall & Ilsley Corporation, including
Metavante Corporation, had assets of approximately $56.2 billion,
net operating income of approximately $820 million, and
approximately 14,700 employees. "This transaction will create two
well-positioned public companies and will provide substantial
benefits to the shareholders of both companies," said Dennis
Kuester, chairman and CEO, Marshall & Ilsley Corporation. "As a
result of this transaction, both companies will have additional
opportunities to focus on core businesses and grow profitably
through enhanced capital flexibility." "When this transaction is
completed, we will have access to financial resources to continue
to build new products, acquire additional companies, invest in new
technologies, as well as attract and retain the best employees in
the industry. With $1.5 billion in revenue in 2006, Metavante
Corporation now has approximately three times greater annual
revenues than it did seven years ago," said Frank Martire,
president and CEO, Metavante Corporation. "With 17 acquisitions and
continued strategic product investments since the beginning of
2004, we have transformed our company into a uniquely diversified
business, balanced between banking and payments technologies that
have demonstrated above-industry average growth potential." "We are
excited to facilitate this transaction that will create significant
value for all of Marshall & Ilsley Corporation's shareholders,"
said David Coulter, a Warburg Pincus managing director who heads
the firm's Financial Services practice. "The management team has
done a fantastic job of building the business and as an active and
experienced investor in the sector we look forward to supporting
the company's international and vertical expansion." "Marshall
& Ilsley Corporation's enhanced capital position will enable us
to pursue opportunities in new geographic markets, fuel continued
organic growth, and fund strategic initiatives within Wealth
Management and our other business lines," said Mark Furlong,
president, Marshall & Ilsley Corporation. "Metavante
Corporation is a leader in transaction processing and core banking
and provides its customers with best of breed solutions they need
to maintain their competitive edge," said Jim Neary, a Warburg
Pincus managing director and co-head of the firm's Technology,
Media, and Telecommunications practice. "Metavante Corporation wins
in the marketplace because of its integrated open banking platform
coupled with its innovative and value added offerings." Marshall
& Ilsley Corporation will hold a conference at 10:30 a.m.
Central Daylight Time (CDT), Wednesday, April 4, regarding this
transaction. For those interested in listening, please call (888)
711-1825 and ask for the Marshall & Ilsley Corporation
conference call. If you are unable to join us at this time, a
replay of the call will be available beginning at 2:30 p.m. on
April 4 and will run through 5:00 p.m. (CDT) April 11, by calling
(800) 642- 1687 and entering pass code 472 51 51. Supplemental
financial information referenced in the conference call can be
found at http://www.micorp.com/ , Investor Relations, after 8:00
a.m. Central Daylight Time on April 4. J.P. Morgan Securities Inc.
is acting as exclusive financial advisor to Marshall & Ilsley
Corporation in connection with the split, and Morgan Stanley is
acting as exclusive financial advisor to Warburg Pincus. Sidley
Austin LLP and Godfrey & Kahn, S.C. are acting as legal
advisors to Marshall & Ilsley Corporation. Wachtell, Lipton,
Rosen & Katz LLP is acting as legal advisor to Warburg Pincus.
About 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 193 offices throughout the
state. In addition, M&I has 47 locations throughout Arizona; 30
offices along Florida's west coast and central Florida; 17 offices
in Kansas City and nearby communities; 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.
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. About Metavante Metavante
Corporation delivers banking and payments technologies to over
8,600 financial services firms and businesses worldwide. Metavante
products and services drive account processing for deposit, loan
and trust systems, image-based and conventional check processing,
electronic funds transfer, consumer healthcare payments, electronic
presentment and payment, and business transformation services.
Headquartered in Milwaukee, Metavante ( http://www.metavante.com/ )
is wholly owned by Marshall & Ilsley Corporation (NYSE:MI).
About Warburg Pincus Warburg Pincus has been a leading private
equity investor since 1971. The firm currently has approximately
$20 billion of assets under management and invests in a range of
sectors including financial services, consumer and retail,
industrial, business services, healthcare, energy, real estate and
technology, media and telecommunications. Warburg Pincus has raised
12 private equity investment funds which have invested more than
$25 billion in approximately 550 companies in 30 countries. The
firm has invested more than $12 billion in technology, media and
telecommunications as well as financial services companies,
including investments in Avaya, Bharti Televentures, Fortent,
easycash, Mellon Financial, Yodlee, NeuStar, BEA Systems and WNS
Global Services. An experienced partner to entrepreneurs seeking to
create and build durable companies with sustainable value, Warburg
Pincus has offices in Beijing, Frankfurt, Hong Kong, London, Menlo
Park, Mumbai, New York, Shanghai and Tokyo. For more information,
please visit http://www.warburgpincus.com/ . Forward-Looking
Statements This press release contains certain forward-looking
statements based on current Marshall & Ilsley Corporation
management expectations. Those forward- looking statements include
all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those expressed
in any forward-looking statements. These factors include, but are
not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
investment agreement; (2) the outcome of any legal proceedings that
may be instituted against Marshall & Ilsley Corporation and
others following announcement of the investment agreement; (3) the
inability to close the transactions contemplated by the investment
agreement due to the failure to obtain shareholder approval or the
failure to satisfy other closing conditions contemplated by the
investment agreement; (4) the failure to obtain the necessary debt
financing arrangements; (5) risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transactions
contemplated by the investment agreement; (6) the inability to
recognize the benefits of the transactions contemplated by the
investment agreement; (7) the amount of the costs, fees, expenses
and charges related to the transactions contemplated by the
investment agreement and the actual terms of certain financings
that will be obtained for such transactions; and (8) the impact of
the substantial indebtedness incurred to finance the consummation
of the transactions contemplated by the investment agreement; and
other risks that are set forth in the "Risk Factors," "Legal
Proceedings" and "Management Discussion and Analysis of Results of
Operations and Financial Condition" sections of Marshall &
Ilsley Corporation's SEC filings. Many of the factors that will
determine the outcome of the subject matter of this press release
are beyond Marshall & Ilsley Corporation's ability to control
or predict. Marshall & Ilsley Corporation undertakes no
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. Additional
Information About the Proposed Transactions and Where to Find It
This communication is not a solicitation of a proxy from any
security holder of Marshall & Ilsley Corporation. In connection
with the proposed transactions, a registration statement of
Metavante Corporation Holding Company, which will contain a proxy
statement/prospectus, will be filed with the Securities and
Exchange Commission ("SEC"). Investors are urged to carefully read
the proxy statement/prospectus and any other relevant documents
filed with the SEC when they become available because they will
contain important information. Investors will be able to get the
proxy statement/prospectus and all relevant documents filed by
Marshall & Ilsley Corporation or Metavante Corporation Holding
Company with the SEC free of charge at the SEC's website
http://www.sec.gov/ or, with respect to documents filed by Marshall
& Ilsley Corporation, from Marshall & Ilsley Corporation
Investor Relations at (800) 642-2657. Participants in the
Solicitation The directors, executive officers and other members of
management and employees of Marshall & Ilsley Corporation may
be deemed to be participants in the solicitation of proxies from
its shareholders in favor of the proposed transactions. Information
concerning persons who may be considered participants in the
solicitation of Marshall & Ilsley Corporation's shareholders
under the rules of the SEC is set forth in public filings filed by
Marshall & Ilsley Corporation with the SEC and will be set
forth in the proxy statement/prospectus when it is filed with the
SEC. Information concerning Marshall & Ilsley Corporation's
participants in the solicitation is contained in Marshall &
Ilsley Corporation's Proxy Statement on Schedule 14A, filed with
the SEC on March 13, 2007. DATASOURCE: Marshall & Ilsley
Corporation CONTACT: Greg A. Smith, Marshall & Ilsley
Corporation, +1-414-765-7727, or Katja Gehrt, Warburg Pincus,
+1-212-878-6194 Web site: http://www.micorp.com/
http://www.metavante.com/ http://www.warburgpincus.com/
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