| Filed by Marshall & Ilsley Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Metavante Holding Company (Commission File No. 001-15403) |
The following was made available to employees of Metavante Corporation.
Forward-Looking Statements
This presentation contains certain forward-looking statements based on current expectations of management of Marshall & Ilsley Corporation (“M&I”). Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the investment agreement; (2) the outcome of any legal proceedings that may be instituted against M&I and others following announcement of the investment agreement; (3) the inability to close the transactions contemplated by the investment agreement due to the failure to obtain shareholder approval or the failure to satisfy other closing conditions contemplated by the investment agreement; (4) the failure to obtain the necessary debt financing arrangements; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transactions contemplated by the investment agreement; (6) the inability to recognize the benefits of the transactions contemplated by the investment agreement; (7) the amount of the costs, fees, expenses and charges related to the transactions contemplated by the investment agreement and the actual terms of certain financings that will be obtained for such transactions; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the transactions contemplated by the investment agreement; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of M&I’s SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond M&I’s ability to control or predict. M&I undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information About the Proposed Transactions and Where to Find It
This communication is not a solicitation of a proxy from any security holder of M&I. In connection with the proposed transactions, a registration statement of Metavante Holding Company, which will contain a proxy statement/prospectus, and a registration statement of New M&I Corporation will be filed with the Securities and Exchange Commission (“SEC”). Investors are urged to carefully read the proxy
statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors will be able to get the proxy statement/prospectus and all relevant documents filed by M&I, Metavante Holding Company and New M&I Corporation with the SEC free of charge at the SEC’s website www.sec.gov or, with respect to documents filed by M&I, from M&I Investor Relations.
Participants in the Solicitation
The directors, executive officers and other members of management and employees of M&I may be deemed to be participants in the solicitation of proxies from its shareholders in favor of the proposed transactions. Information concerning persons who may be considered participants in the solicitation of M&I’s shareholders under the rules of the SEC is set forth in public filings filed by M&I with the SEC and will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information concerning M&I’s participants in the solicitation is contained in M&I’s Proxy Statement on Schedule 14A, filed with the SEC on March 13, 2007.
2
 Metavante
Corporation Town Hall April 4, 2007 |
 [[Historical
Video]] |
 President and
CEO Metavante Corporation Frank Martire |
 Metavante
Corporation to become
a Public Company! |
 Chairman and
CEO, Marshall & Ilsley Corporation Chairman, Metavante Corporation Dennis Kuester |
 Metavante to
Become a Public Company Metavante to split from M&I and become a separate
and publicly traded company Warburg Pincus, a global private equity firm, plans to acquire a 25% ownership in Metavante from M&I Corporation M&I shareholders will own 75% of Metavante shares via a tax-free spin-off of M&I At closing, Metavante will be a public company! |
 Why Go
Public? Metavante focus on growth strategies in financial technology industry – M&I pursue banking growth strategies – Access to capital markets as separate, publicly traded companies Value to Metavante for M&I shareholders M&I shareholders to get shares in both companies Timing based on business strength and success |
 Employee
Advantages of a Public Company Metavante business success equates to long term career opportunities Product and strategic investments provide new experiences, variety, and challenging roles Business growth requires an investment in training and development of our people Employee success directly tied to increased shareholder value Competitive advantage to attract and retain talent |
 Senior EVP,
Corporate Development President, International Group Don Layden |
 Key Dates and
Timetable Announcement, April 3, 2007 Registration filing Public company preparation and approvals April – Close: – Staff and prepare public company functions – Design employee pay and benefit programs – Regulatory and shareholder approval and IRS ruling Anticipated closing in fourth quarter 2007 2008 inaugural full year as public company |
 Path to
Today’s Announcement Metavante evaluated a number of alternative transactions within the last few years Ongoing and focused effort of the M&I Acquisition Sub-Committee To date, we have finalized a number of M&I and Metavante transaction agreements for separation |
 M&I and
Metavante Split Pre-separation Post-separation M&I shareholders M&I M&I Bank Metavante 100% M&I shareholders Warburg Pincus New M&I M&I Bank 100% Metavante 75% 25% |
 Metavante
Valuation $1,750 $1,875 $625 Implied Equity Value $2,500 $4,250 Value $M Enterprise Value Pro-forma Debt |
 Transaction
Details Warburg Pincus will pay $625 million for ownership in Metavante (implied equity value of $2,500 million) Warburg Pincus equity equals 25% ownership Metavante M&I shareholders will own 75% of Metavante shares ($1,875 million) Metavante dividends $1,040 million to M&I and repays $1.0 billion existing debt Shareholders receive one share M&I and one share Metavante for every three shares of M&I |
 Warburg
Pincus Leading private equity investor since 1971 $15 billion in assets under management Experienced partner seeking to build durable companies with sustainable value What role will Warburg Pincus have in strategy, daily operations, and key decisions? |
 Metavante
Management Executive and senior management team – Team stays in tact – No organizational changes due to announcement Metavante public company board of directors – Dennis Kuester – Frank Martire – Mike Hayford – 5 Independent Directors including Ted Kellner, M&I Board of Directors – 3 Warburg Pincus Directors including David Coulter and Jim Neary |
 Confidentiality Do not disclose any information that is not part of the public record Public record includes press releases, published company information Key is to repeat statements that are of current public record |
 Metavante
Statements Forward-Looking Statements This presentation contains certain forward-looking statements based on current M&I management expectations. Those forward- looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the investment agreement; (2) the outcome of any legal proceedings that may be instituted against M&I and others following announcement of the investment agreement; (3) the inability to close the transactions contemplated by the investment agreement due to the failure to obtain shareholder approval or the failure to satisfy other closing conditions contemplated by the investment agreement; (4) the failure to obtain the necessary debt financing arrangements; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transactions contemplated by the investment agreement; (6) the inability to recognize the benefits of the transactions contemplated by the investment agreement; (7) the amount of the costs, fees, expenses and charges related to the transactions contemplated by the investment agreement and the actual terms of certain financings that will be obtained for such transactions; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the transactions contemplated by the investment agreement; and other risks that are set forth in the "Risk Factors," "Legal Proceedings" and "Management Discussion and Analysis of Results of Operations and Financial Condition" sections of M&I's SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond M&I's ability to control or predict. M&I undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information About the Proposed Transactions and Where to Find It This communication is not a solicitation of a proxy from any security holder of M&I. In connection with the proposed transactions, a registration statement of Metavante Holding Company, which will contain a proxy statement/prospectus, will be filed with the Securities and Exchange Commission (“SEC”). Investors are urged to carefully read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors will be able to get the proxy statement/prospectus and all relevant documents filed by M&I or Metavante Holding Company with the SEC free of charge at the SEC’s website www.sec.gov or, with respect to documents filed by M&I, from M&I Investor Relations. Participants in the Solicitation The directors, executive officers and other members of management and employees of M&I may be deemed to be participants in the solicitation of proxies from its shareholders in favor of the proposed transactions. Information concerning persons who may be considered participants in the solicitation of M&I’s shareholders under the rules of the SEC is set forth in public filings filed by M&I with the SEC and will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information concerning M&I’s participants in the solicitation is contained in M&I’s Proxy Statement on Schedule 14A, filed with the SEC on March 13, 2007. |
 Mike
Hayford Chief Operating Officer |
 Deliver as
Best Company in the Industry Focus on our clients, quality, and service
delivery Strive to achieve our 2007 business goals Teamwork required to launch strategic initiatives Open and honest communication – Clients – Employees |
 Metavante:
Positioned for Success as a Public Company Financial strength Unique, diversified and end-to-end products Strong growth opportunities within Financial Technology Industry Solid and experienced senior management team Acquisitions have added depth to existing employee talent and industry expertise |
 Metavante
Financial Strength: Revenue |
 Metavante
Financial Strength: Net Income |
 Metavante
Solutions Consulting - Business Process Outsourcing Education - Integration - Conversions |
 Metavante
Total Compensation Philosophy Comprehensive and competitive within our
markets New benefit information available post close
|
 Metavante
Total Compensation Philosophy Comprehensive and competitive within our
markets New benefit information available post close Between today and December 31, 2007, there will be no changes to payroll and benefits |
 Metavante
Total Compensation Philosophy Comprehensive and competitive within our
markets New benefit information available post close Between today and December 31, 2007, there will be no changes to payroll and benefits Health and Dental Insurance Flexible Spending Accounts Wellness Programs Retiree Health Insurance Retirement Programs Employee Stock Purchase Plan Life Insurance Vacation Tuition Reimbursement Employee Training Market-Based Pay Reward & Recognition |
 Managing
Director, Warburg Pincus Jim Neary |
 Communication
Timeline April 3 (CDT) – Press release, approximately 3:20 p.m. – Announcement to all employees by Frank Martire – Relationship Managers’ Meeting, 3:30 p.m. – Client Communication – Managers’ Meeting, 5 p.m. April 4 (CDT) – inSite article, FAQs, and Webcast link, 10:30 a.m. – Financial analyst call, 10:30 a.m. Business as usual: Focus on our clients |
 Questions? ENews: Becoming a public company Benefits Service Center: Benefit questions on existing MCorp benefits and programs inSite: New business updates and current policies Manager: Updates on your division, team, and job |
 President
and CEO Frank Martire |
 What the
Future Holds Clients Employees Community Shareholders |
 |