Acquisition of Marshall & Ilsley Corp. slide image

Acquisition of Marshall & Ilsley Corp.

Transaction Summary C$ unless otherwise indicated Purchase Price Transaction Structure US$7.75 per M&I common share or US$4.1 billion 100% stock consideration at a fixed exchange ratio of 0.1257 BMO common shares per M&I common share Pro-forma Ownership¹ TARP Repayment Common Equity Issuance Estimated Pre-tax Cost Synergies Current BMO shareholders ~89%; M&I shareholders ~11% Repayment of US$1.7 billion of preferred shares, accrued and unpaid dividends, as well as outstanding warrants Intend to issue $800 million of BMO common shares prior to closing Transaction Economics Regulatory Capital Impact Expected Closing Date Required Approvals ~$250 million Estimated IRR >15%; accretive to cash EPS² in Year 2 (2013); attractive valuation multiples Basel II Tier 1 Ratio³: ~170 bps Basel III Common Equity Ratio³,4: ~110 bps Fiscal Q3 2011 Regulatory and M&I shareholders (50.1% threshold) 1. Pro-forma ownership percentages calculated prior to any subsequent common equity issuance. 2. Non-GAAP measure, see slide 1 of the presentation and page 91 of BMO's 2010 Annual Report 3. Pro-forma capital ratios as at October 31, 2010 include intended common equity raise of $800 million. 4. Basel III figures as at October 31, 2010 are estimated based on Basel III 2019 rules announced prior to December 16th and the impact of certain key changes associated with the adoption of IFRS. Refer to Bank of Montreal Management's Discussion and Analysis for fiscal 2010 for further details. BMO Financial Group Acquisition of Marshall & Ilsley Corp. December 17, 2010 4
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