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
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