M&I Wealth Management to Acquire North Star Financial Corporation
13 January 2007 - 9:13AM
PR Newswire (US)
MILWAUKEE, Jan. 12 /PRNewswire-FirstCall/ -- Marshall & Ilsley
Corporation (NYSE:MI) (M&I) announced today that it has signed
a definitive agreement to acquire North Star Financial Corporation
(NASDAQ:NSFL.PK) (NSFL), located in Chicago, Illinois. Under the
agreement, M&I has agreed to pay $21 million in M&I common
stock for the outstanding common shares of NSFL, or $2.89 per share
of NSFL common stock. The number of M&I shares paid will be
calculated based on the average closing price for each trading day
in the thirty calendar days prior to closing. The transaction,
which is expected to close in the second quarter of 2007, is
subject to regulatory approvals, approval of North Star's
shareholders, and other customary conditions. The acquisition is
not expected to have a material impact on M&I's financial
results. North Star's businesses will be integrated with M&I's
Wealth Management unit, which provides trust, asset management,
brokerage, and private banking services to individuals,
institutions, and corporate clients. It is expected that the merger
will have no impact on employees in customer service roles. The new
M&I Wealth Management office in Chicago will continue to serve
North Star's clients' wealth management and trust needs. "We are
pleased to announce this strategic acquisition and partnership with
North Star Financial Corporation," said Kenneth Krei, senior vice
president, Marshall & Ilsley Corporation, and president and CEO
of M&I Wealth Management. "This partnership will enable us to
establish our wealth management services in an important new
marketplace, while enhancing the product capabilities and resources
for North Star's client base." North Star was established in 1997
and in addition to wealth management services typically provided
through personal and other trusts in the North Star Trust Company
division, North Star offers a variety of other products and
services designed to enhance and preserve the financial strength of
its clients, including land trusts, 1031 exchanges for both real
and personal property, and ESOP Services, including consultative
services relating to the transfer of small-business stock
ownership. North Star has $1.6 billon in assets under
administration. "All of us at North Star are very excited about the
tremendous opportunities created by this alliance for our company
and our clients," said John Griffith, president and CEO, North Star
Financial Corporation. "Becoming part of the M&I family will
enable us to provide a broader range of services and benefits to
our clients, while accelerating North Star's growth and expansion
beyond our traditional markets. This win-win situation is a perfect
fit for both organizations." Marshall & Ilsley Corporation
(NYSE:MI) is a diversified financial services corporation
headquartered in Milwaukee, Wis., with $55.5 billion in assets.
Founded in 1847, M&I Marshall & Ilsley Bank is the largest
Wisconsin- based bank. M&I Bank has 195 offices throughout the
state. In addition, M&I has 46 locations throughout Arizona; 17
offices in Kansas City and nearby communities; 17 offices on
Florida's west coast; 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 15 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.
M&I intends to file a registration statement on Form S-4, which
will include a proxy statement/prospectus and other relevant
materials in connection with the proposed merger transaction
involving M&I and North Star. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER
TRANSACTION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC when they
become available at the SEC's website at http://www.sec.gov/ . In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by North Star at North Star's
website at http://www.northstartrust.com/ or by contacting North
Star investor relations via telephone at 312-242-6213. Investors
and security holders may obtain free copies of the documents filed
with the SEC by M&I at M&I's website at
http://www.micorp.com/ , Investor Relations, or by contacting
M&I investor relations via telephone at 414-765-7834. M&I,
North Star and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of North Star in connection with the merger
transaction. Information regarding directors and executive officers
of M&I and North Star and their respective interests in the
proposed transaction will be available in the proxy
statement/prospectus of M&I and North Star described above and
other relevant materials to be filed with the SEC. This document
contains forward-looking statements about M&I, North Star and
the combined company 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 M&I, North Star 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 M&I's
and North Star's actual results 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 M&I and North Star 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
M&I and North Star 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 M&I and North Star; (14)
those referenced in Item 1A of M&I's Annual Report on Form 10-K
for the year ended December 31, 2005, under the heading "Risk
Factors;" and (15) those referenced in Item 1A of North Star's
Annual Report on Form 10-K for the year ended December 31, 2005,
under the heading "Risk Factors." Further information on other
factors which could affect the financial results of M&I and
North Star after the merger are included in M&I'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 M&I. DATASOURCE: Marshall &
Ilsley Corporation CONTACT: Kenneth Krei, President and CEO,
M&I Wealth Management, +1-414-765-7448, or John Griffith,
President and CEO, North Star Financial Corporation,
+1-312-559-9761 Web site: http://www.micorp.com/
http://www.mibank.com/ http://www.northstartrust.com/
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