Marshall & Ilsley Corporation to Acquire First Indiana Corporation
09 July 2007 - 10:35PM
PR Newswire (US)
MILWAUKEE and INDIANAPOLIS, July 9 /PRNewswire-FirstCall/ --
Marshall & Ilsley Corporation (NYSE:MI) (M&I) and First
Indiana Corporation (NASDAQ:FINB) (First Indiana) today announced
they have signed a definitive agreement for Marshall & Ilsley
Corporation to acquire First Indiana Corporation. Under the
agreement, Marshall & Ilsley Corporation will purchase First
Indiana Corporation for $32 per share in cash or an aggregate of
approximately $529 million. The transaction is expected to be
completed in the fourth quarter of 2007 or first quarter of 2008,
subject to the affirmative vote of First Indiana Corporation
shareholders, regulatory approvals, and other customary conditions.
The transaction is expected to be approximately $0.02 per share
dilutive to Marshall & Ilsley Corporation's earnings in the
first year after the acquisition closes and accretive to earnings
per share thereafter. First Indiana Corporation, with $2.1 billion
in assets as of March 31, 2007, has 32 offices in central Indiana.
The current First Indiana Bank branches are expected to become
M&I Bank branches in the first quarter of 2008. "Bob Warrington
and his team at First Indiana have built a highly respected
financial institution in the Indianapolis area," said Mark Furlong,
president and CEO, Marshall & Ilsley Corporation. "First
Indiana shares M&I's philosophy of providing excellent customer
service and giving back to the communities they serve. We are
fortunate to have the First Indiana team formally joining the
M&I family in serving Indianapolis and its surrounding
communities." "First Indiana has a long-standing relationship with
M&I," said Bob Warrington, president and CEO, First Indiana
Corporation. "The two organizations know each other well and this
partnership is a natural evolution of our relationship together.
This merger will enable us to substantially expand our offering of
products and services in the markets we serve." Sandler O'Neill
& Partners, L.P. served as financial advisor to First Indiana
Corporation and rendered a fairness opinion to the company's board
of directors in this transaction. First Indiana Corporation's legal
advisor was Bose McKinney & Evans LLP. Marshall & Ilsley
Corporation's legal advisor was Godfrey & Kahn, S.C. Marshall
& Ilsley Corporation (NYSE:MI) is a diversified financial
services corporation headquartered in Milwaukee, Wis., with $56.5
billion in assets. Founded in 1847, M&I Marshall & Ilsley
Bank is the largest Wisconsin-based bank, with 192 offices
throughout the state. In addition, M&I has 48 locations
throughout Arizona; 30 offices along Florida's west coast and in
central Florida; 17 offices in Kansas City and nearby communities;
22 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 17 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. On April 3, 2007,
Marshall & Ilsley Corporation announced its plans to split
Metavante Corporation and Marshall & Ilsley Corporation into
independent publicly traded companies. 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. First Indiana Corporation
(NASDAQ:FINB) is a full-service financial services company offering
comprehensive financial solutions to businesses and individuals. It
is the holding company for First Indiana Bank, N.A., the largest
commercial bank headquartered in Indianapolis. Founded in 1915,
First Indiana Bank is a national bank with 32 offices in Central
Indiana. Information about First Indiana is available at (317)
269-1200, or at http://www.firstindiana.com/. Concurrently with the
issuance of this press release, First Indiana Corporation has filed
a Current Report on Form 8-K with the Securities and Exchange
Commission (the "SEC") regarding the proposed merger and has
attached to that filing a copy of the definitive agreement and plan
of merger. All parties desiring details regarding the conditions of
the proposed merger are urged to review the contents of the
definitive agreement from the SEC's website at http://www.sec.gov/.
In connection with First Indiana Corporation's solicitation of
proxies with respect to the meeting of shareholders to be called
with respect to the proposed merger, First Indiana Corporation will
file with the SEC, and will furnish to shareholders of First
Indiana Corporation, a proxy statement. Shareholders are advised to
read the proxy statement when it is finalized and distributed to
shareholders because it will contain important information
regarding the proposed merger. Shareholders will be able to obtain
a free-of- charge copy of the proxy statement (when available) and
other relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov/. Shareholders will also be able to obtain a
free-of-charge copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or
telephone to First Indiana Corporation, 135 N. Pennsylvania,
Indianapolis, IN 46204, Attention: Bill Brunner, Chief Financial
Officer, Telephone: (317) 269-1614, or from First Indiana
Corporation's website, http://www.firstindiana.com/. First Indiana
Corporation and certain of its directors, executive officers and
other members of management and employees may, under the rules of
the SEC, be deemed to be "participants" in the solicitation of
proxies from shareholders of First Indiana Corporation in favor of
the proposed merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies will be
set forth in First Indiana Corporation's proxy statement when it is
filed with the SEC. Information regarding certain of these persons
and their beneficial ownership of First Indiana Corporation common
stock as of February 9, 2007 is also set forth in the Schedule 14A
filed by First Indiana Corporation on March 2, 2007 with the SEC.
This document contains forward-looking statements about Marshall
& Ilsley Corporation, First Indiana Corporation, the combined
company, and the proposed merger, which are within the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include statements with respect to the expected timing,
completion and effects of the proposed merger and the financial
condition, results of operations, plans, objectives, future
performance and business of Marshall & Ilsley Corporation,
First Indiana Corporation and the combined company, including
statements preceded by, followed by or that include the words
"believes," "expects," "anticipates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties.
There are a number of important factors which could cause Marshall
& Ilsley Corporation's and First Indiana Corporation's actual
results or the circumstances and timing of the proposed merger to
differ materially from those anticipated by the forward-looking
statements. These factors include, but are not limited to: (1)
competitive pressures among depository institutions increasing
significantly; (2) changes in the interest rate environment
reducing interest margins; (3) prepayment activity, loan sale
volumes, charge-offs and loan loss provisions; (4) general economic
conditions, either nationally or in the states in which Marshall
& Ilsley Corporation and First Indiana Corporation do business,
become less favorable than expected; (5) expected synergies and
cost savings are not achieved or achieved at a slower pace than
expected; (6) integration problems or delays; (7) legislative or
regulatory changes which adversely affect the businesses in which
Marshall & Ilsley Corporation and First Indiana Corporation are
engaged; (8) changes in the securities markets; (9) the economic
impact of terrorist attacks and similar or related events; (10)
receipt of regulatory approvals without unexpected delays or
conditions; (11) changes in the securities markets; (12) retention
of customers and critical employees; (13) unanticipated changes in
laws, regulations, or other industry standards affecting the
businesses of Marshall & Ilsley Corporation and First Indiana
Corporation; (14) those referenced in Item 1A of Marshall &
Ilsley Corporation's Annual Report on Form 10-K for the year ended
December 31, 2006, under the heading "Risk Factors;" and (15) those
referenced in Item 1A of First Indiana Corporation's Annual Report
on Form 10-K for the year ended December 31, 2006, under the
heading "Risk Factors." Further information on other factors which
could affect the financial results of Marshall & Ilsley
Corporation and First Indiana Corporation after the merger are
included in Marshall & Ilsley Corporation's filings with the
Securities and Exchange Commission. These documents are available
free of charge at the Commission's website at http://www.sec.gov/
or from Marshall & Ilsley Corporation. Note: Marshall &
Ilsley Corporation will hold a conference call at 9:00 a.m. Central
Daylight Time Monday, July 9, regarding the acquisition of First
Indiana Corporation by Marshall & Ilsley Corporation. 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 3:00 p.m. on July 9 and will run through
5:00 p.m. July 16, by calling (800) 642-1687 and entering pass code
656 14 77 to listen. Supplemental financial information referenced
in the conference call can be found at http://www.micorp.com/,
Investor Relations, after 8:00 a.m. on July 9. DATASOURCE: Marshall
& Ilsley Corporation CONTACT: Greg Smith, Chief Financial
Officer of Marshall & Ilsley Corporation, +1-414-765-7727; or
Bill Brunner, Chief Financial Officer of First Indiana Corporation,
+1-317-269-1614 Web site: http://www.micorp.com/
http://www.firstindiana.com/
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