MILWAUKEE, May 17, 2011 /PRNewswire/ -- Marshall &
Ilsley Corporation (NYSE: MI) (M&I) today announced that the
holders of its common stock approved the merger agreement with Bank
of Montreal (TSX NYSE: BMO)
pursuant to which BMO will acquire all outstanding shares of common
stock of M&I in a stock-for-stock transaction. In addition,
pursuant to the terms of a Securities Purchase Agreement with
respect to sale of its M&I Senior Preferred Stock, Series B,
the U.S. Department of Treasury, as the sole holder of the
preferred stock, delivered a proxy approving the merger agreement,
which proxy was contingent on, and became automatically effective
upon the approval of, the merger agreement by the holders of
M&I's common stock. The closing of the merger remains subject
to customary closing conditions, including the receipt of
regulatory approvals, and is expected to occur prior to
July 31, 2011.
Marshall & Ilsley Corporation (NYSE: MI) is a diversified
financial services corporation headquartered in Milwaukee, Wis., with $49.6 billion in assets. Founded in 1847, M&I
Marshall & Ilsley Bank is the largest Wisconsin-based bank, with 188 offices
throughout the state. In addition, M&I has 53 locations
throughout Arizona; 36 offices
along Florida's west coast and in
central Florida; 33 offices in
Indianapolis and nearby
communities; 26 offices in metropolitan Minneapolis/St. Paul, and one in Duluth, Minn.; 17 offices in the greater
St. Louis area; 15 offices in
Kansas City and nearby
communities; and one office in Las Vegas,
Nev. 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 (www.mibank.com or
www.micorp.com).
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 harbor'
provisions of such Act). These forward-looking statements include,
but are not limited to, statements with respect to the expected
closing of the proposed acquisition of M&I by Bank of
Montreal, 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", "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 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 described in Item 1A. Risk
Factors in M&I's 2010 Annual Report on Form 10-K. 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.
M&I 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 and a definitive Proxy Statement/Prospectus
and M&I has filed with the Securities and Exchange Commission a
definitive Proxy Statement/Prospectus on Schedule 14A, which was
first mailed to M&I's shareholders on or about April 14, 2011, as well as other relevant
documents concerning the proposed transaction. Shareholders are
urged to read the Registration Statement and the definitive Proxy
Statement/Prospectus 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 definitive 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.
SOURCE Marshall & Ilsley Corporation