FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2008
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
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New York
(State or other
jurisdiction of
incorporation)
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1-9861
(Commission
File Number)
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16-0968385
(IRS Employer
Identification No.) |
One M&T Plaza, Buffalo, New York 14203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (716) 842-5445
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On December 18, 2008, M&T Bank Corporation (“M&T”), a New York corporation, entered into a
definitive Agreement and Plan of Merger (the “Merger Agreement”) with Provident Bankshares
Corporation (“Provident”). Pursuant to the Merger Agreement, M&T will acquire Provident in a
stock-for-stock merger transaction pursuant to which each share of common stock of Provident will
be exchanged for 0.171625 shares of M&T common stock, and each share of preferred stock of
Provident will be exchanged for a share of M&T preferred stock with similar rights, powers and
preferences.
The Merger Agreement provides that, as promptly as reasonably practicable after signing the Merger
Agreement, M&T will cause a corporation (“Merger Sub”) to be formed in Maryland as a wholly-owned
subsidiary of M&T, and M&T will cause Merger Sub to become a party to the Merger Agreement. The
Merger Agreement provides that at the Effective Time (as defined in the Merger Agreement),
Provident will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the
surviving corporation and a wholly-owned subsidiary of M&T.
Immediately following the effective time of the Merger, Provident’s subsidiary Provident Bank of
Maryland would also be merged with and into M&T’s subsidiary M&T Bank. Upon the effectiveness of
the Merger, Gary Geisel, the current Chairman of the Board of Directors and Chief Executive Officer
will be appointed to the board of directors of M&T.
The Merger Agreement has been approved by the board of directors of each of Provident and M&T.
Subject to the approval of Provident’s common stockholders, regulatory approvals and other
customary closing conditions, the parties anticipate completing the transaction in the second
quarter of 2009.
In connection with the Merger, Provident’s common stockholders will receive 0.171625 shares of M&T
common stock for each share of Provident common stock held by them. Aggregate consideration for the
outstanding Provident common stock is comprised of approximately 5.75 million shares of M&T common
stock, subject to adjustment, and is based on approximately 33.5 million shares of Provident common
stock currently outstanding.
M&T will issue shares in new series of preferred stock, to be respectively designated prior to the
effectiveness of the Merger as Mandatory Convertible Non-Cumulative Preferred Stock and Fixed Rate
Cumulative Perpetual Preferred Stock in exchange for the shares of Series A Mandatory Convertible
Non-Cumulative Preferred Stock (“Provident Series A Stock”) and Fixed Rate Cumulative Perpetual
Preferred Stock, Series B (“Provident Series B Stock”) held by Provident’s preferred stockholders.
The terms and conditions of the two new series of M&T preferred stock will be substantially the
same as those of the Provident Series A Stock and the Provident Series B Stock respectively.
Provident options will vest and be converted into options to purchase M&T common stock, based on
the exchange ratio applied to Provident’s common stock.
As stated above, the Merger is subject to the approval of Provident’s common stockholders,
regulatory approvals and other customary closing conditions.
Provident and M&T have each agreed to certain covenants in the Merger Agreement, pursuant to which
they are, among others, required to use their reasonable best efforts to obtain stockholder
approval, to file a registration statement (including a proxy statement) in connection with the
transaction and the necessary stockholder approval, to cooperate in issuing press releases and in
taking other actions necessary to consummate the Merger.
The Merger Agreement provides certain termination rights for both Provident and M&T, and further
provides that upon termination of the Merger Agreement under certain circumstances, Provident will
be obligated to pay M&T a termination fee of $15.8 million.
The Merger Agreement contains a “no shop” provision that, in general, restricts Provident’s ability
to solicit third party acquisition proposals or, subject to certain exceptions, provide information
to or engage in discussions or negotiations with third parties that have made or are reasonably
likely to make an acquisition proposal.
The Merger Agreement also contains representations and warranties that the parties have made to
each other as of specific dates. Except for its status as a contractual document that establishes
and governs the legal relations among
the parties with respect to the Merger described therein, the Merger Agreement is not intended to
be a source of factual, business or operational information about the parties. The representations
and warranties contained in the Merger Agreement were made only for purposes of that agreement and
as of specific dates, may be subject to a contractual standard of materiality different from what a
shareholder might view as material, may have been used for purposes of allocating risk between the
respective parties rather than establishing matters as facts and qualified by certain disclosures
not reflected in the merger agreement that were made to the other party in connection with the
negotiation of the merger agreement, and generally were solely for the benefit of the parties to
that agreement. Investors should read the Merger Agreement together with the other information
concerning Provident and M&T that each company publicly files in reports and statements with the
Securities and Exchange Commission.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit
2.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
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Exhibits. |
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The following exhibits are filed herewith: |
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Exhibit No. |
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Description of Exhibit |
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2.1
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Agreement and Plan of Merger dated as of December 18, 2008
between Provident Bankshares Corporation, Merger Sub (as
defined therein) (from and after its accession to the
Agreement) and M&T Bank Corporation. |
Forward-Looking Statements:
Certain statements contained in this filing that are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the “Act”), notwithstanding that such statements are not specifically identified. In
addition, certain statements may be contained in the future filings of M&T with the Securities and
Exchange Commission (“SEC”), in press releases and in oral and written statements made by or with
the approval of M&T that are not statements of historical fact and constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements include, but are
not limited to: (i) statements about the benefits of the merger between M&T and Provident,
including future financial and operating results, cost savings, enhanced revenues and accretion to
reported earnings that may be realized from the merger; (ii) statements of plans, objectives and
expectations of M&T or Provident or their managements or Boards of Directors; (iii) statements of
future economic performance; and (iv) statements of assumptions underlying such statements. Words
such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such forward-looking
statements. Factors that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to: (i) the risk that the businesses of M&T
and Provident will not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected time frame; (iii) revenues
following the merger may be lower than expected; (iv) deposit attrition, operating costs, customer
loss and business disruption following the merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; (v) the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; (vi) the failure of
Provident’s shareholders to approve the merger; (vii) local, regional, national and international
economic conditions and the impact they may have on M&T and Provident and their customers and M&T’s
and Provident’s assessment of that impact; (viii) changes in interest rates, spreads on earning
assets and interest-bearing liabilities, and interest rate sensitivity; (ix) prepayment speeds,
loan originations and credit losses; (x) sources of liquidity; (xi) M&T’s common shares outstanding
and common stock price volatility; (xii) fair value of and number of stock-based compensation
awards to be issued in future periods; (xiii) legislation affecting the financial services industry
as a whole, and/or M&T and Provident and their subsidiaries individually or collectively; (xiv)
regulatory supervision and oversight, including required capital levels; (xv) increasing price and
product/service competition by competitors, including new entrants; (xvi) rapid technological
developments and changes; (xvii) M&T’s ability to continue to introduce competitive new products
and services on a timely, cost-effective basis; (xviii) the mix of products/services; (xix)
containing costs and expenses; (xx) governmental and public policy changes; (xxi) protection and
validity of intellectual property rights; (xxii) reliance on large customers; (xxiii)
technological, implementation and cost/financial risks in large, multi-year contracts; (xxiv) the
outcome of pending and future litigation and governmental proceedings; (xxv) continued availability
of financing; (xxvi) financial resources in the amounts, at the times and on the terms required to
support M&T’s future businesses; and (xxvii) material differences in the actual financial results
of merger and acquisition activities compared with M&T’s expectations, including the full
realization of anticipated cost savings and revenue enhancements. Additional factors that could
cause M&T’s results to differ materially from those described in the forward-looking statements can
be found in M&T’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters and attributable to M&T or Provident or any
person acting on their behalf are expressly qualified in their entirety by the cautionary
statements referenced above. Forward-looking statements speak only as of the date on which such
statements are made. M&T and Provident undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such statement is made, or to
reflect the occurrence of unanticipated events.
Additional Information:
In connection with the proposed merger, M&T will file with the SEC a Registration Statement on Form
S-4 that will include a Proxy Statement of Provident and a Prospectus of M&T, as well as other
relevant documents concerning the proposed transaction. Shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes
available 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. You will be able
to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing
information about M&T and Provident at the SEC’s Internet site (http://www.sec.gov). You will also
be able to obtain these documents, free of charge, at http://www.mtb.com under the tab “About Us”
and then under the heading “Investor Relations” and then under “SEC Filings.” Copies of the Proxy
Statement/Prospectus and the SEC filings that will be incorporated by reference in the Proxy
Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor
Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5138.
M&T and Provident and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Provident in connection with
the proposed merger. Information about the directors and executive officers of M&T is set forth in
the proxy statement for M&T’s 2008 annual meeting of shareholders , as filed with the SEC on a
Schedule 14A on March 6, 2008. Information about the directors and executive officers of Provident
is set forth in the proxy statement for Provident’s 2008 annual meeting of shareholders , as filed
with the SEC on a Schedule 14A on March 12, 2008. Additional information regarding the interests of
those participants and other persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes
available. You may obtain free copies of this document as described in the preceding paragraph.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, M&T has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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M&T BANK CORPORATION
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/s/ René F. Jones
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René F. Jones |
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Executive Vice President and Chief Financial Officer |
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Date: December 22, 2008
EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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2.1
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Agreement and Plan of Merger dated as of December 18, 2008
between Provident Bankshares Corporation, Merger Sub (as
defined therein) (from and after its accession to the
Agreement) and M&T Bank Corporation. |