Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement was unanimously approved by the Boards of Directors of each of People's United and M&T. Subject to the fulfillment of customary closing conditions, certain of which are described below, the parties anticipate that the Transaction will close in the fourth quarter of 2021.
Merger Consideration
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock, par value,
In addition, at the Effective Time, each outstanding share of Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value
Treatment of People's United Equity Awards
The Merger Agreement provides that, at the Effective Time, each outstanding restricted share award (a "People's United Restricted Share") under People's United stock plans (the "People's United Stock Plans"), other than any Director Restricted Shares, will cease to represent a restricted share of People's United Common Stock and will be converted into a number of restricted shares of M&T Common Stock (each, an "M&T Restricted Share") equal to the Exchange Ratio (rounded up or down to the nearest whole number, with 0.5 rounding up).
The Merger Agreement also provides that, at the Effective Time, each outstanding performance share unit (a "People's United Performance Share") under the People's United Stock Plans will cease to represent a performance share unit denominated in shares of People's United Common Stock and will be converted into a restricted share unit denominated in shares of M&T Common Stock (an "M&T Stock-Based RSU"). The number of shares of M&T Common Stock subject to each such M&T Stock-Based RSU will be equal to the product (rounded up or down to the nearest whole number, with 0.5 rounding up) of (1) the number of shares of People's United Common Stock subject to such People's United Performance Share immediately prior to the Effective Time (including any applicable dividend equivalents) based on the higher of target performance and actual performance through the Effective Time multiplied by (2) the Exchange Ratio.
The Merger Agreement further provides that, at the Effective Time, each outstanding option to purchase shares of People's United Common Stock (a "People's United Option") under the People's United Stock Plans will cease to represent an option to purchase shares of People's United Common Stock and will be converted into an option to purchase a number of shares of M&T Common Stock (an "M&T Option" and, together with the M&T Restricted Shares and M&T Stock-Based RSUs, the "M&T Converted Equity Awards") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United Common Stock subject to such People's
--------------------------------------------------------------------------------
United Option immediately prior to the Effective Time and (2) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People's United Common Stock of such People's United Option immediately prior to the Effective Time divided by (b) the Exchange Ratio.
Except as specifically provided in the Merger Agreement, at and following the Effective Time, each M&T Converted Equity Award will continue to be governed by the same terms and conditions as were applicable to such award immediately prior to the Effective Time.
Certain Governance Matters
The Merger Agreement provides that, prior to the Effective Time, the Board of Directors of M&T will take all actions necessary so that five directors of People's United immediately prior to the Effective Time will be appointed to the Board of Directors of M&T as of the Effective Time (such appointed directors, the "People's United Designated Directors"). Of the People's United Designated Directors, one will be the Chief Executive Officer of People's United, one will be the Senior Executive Vice President, Corporate Development and Strategic Planning of People's United, and the remaining three will be directors of People's United as mutually agreed to by People's United and M&T, who shall be independent of M&T in accordance with applicable stock exchange standards.
Certain Other Terms and Conditions of the Merger Agreement
The Merger Agreement contains customary representations and warranties from each of People's United and M&T. People's United has agreed to customary pre-closing covenants, including covenants to operate its business in the ordinary course in all material respects and to refrain from taking certain actions without M&T's consent. M&T has agreed to customary pre-closing covenants, including covenants to refrain from taking certain actions that may adversely affect its ability to consummate the Transaction on a timely basis without People's United's consent. Each party has agreed to additional covenants, including, among others, covenants relating to (1) in the case of People's United, its obligation to call a meeting of its stockholders to adopt the Merger Agreement, and, subject to certain exceptions, the obligation of its Board of Directors to recommend that its stockholders adopt the Merger Agreement, (2) in the case of M&T, its obligation to call a meeting of its shareholders to approve the issuance of shares of the M&T Common Stock pursuant to the Merger Agreement (the "M&T share issuance") and an amendment to M&T's charter increasing the authorized shares of M&T's stock from 251,000,000 to 270,000,000 and increasing the number of authorized shares of M&T's preferred stock from 1,000,000 to 20,000,000 (the "M&T charter amendment"), and, subject to certain exceptions, the obligation of its Board of Directors to recommend that its shareholders approve the M&T share issuance and M&T charter amendment, and (3) each party's non-solicitation obligations related to alternative acquisition proposals.
The completion of the Merger is subject to customary conditions, including
(1) adoption by People's United stockholders of the Merger Agreement and the
approval by M&T's shareholders of the M&T share issuance and the M&T charter
amendment, (2) authorization for listing on the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Restrictive Covenant Agreements
In connection with the Merger Agreement, People's United also entered into
Non-Competition and Non-Solicitation Agreements with each of
The foregoing description of the Restrictive Covenants Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Restrictive Covenants Agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofFebruary 21, 2021 , by and between M&T Bank Corporation,Bridge Merger Corp. andPeople's United Financial, Inc. * 10.1 Non-Competition and Non-Solicitation Agreement, dated as ofFebruary 21, 2021 , by and betweenJohn P. Barnes andPeople's United Financial, Inc. 10.2 Non-Competition and Non-Solicitation Agreement, dated as ofFebruary 21, 2021 , by and betweenKirk W. Walters andPeople's United Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy
of any omitted schedule or similar attachment to the
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates and projections about People's United's and M&T's businesses, beliefs of People's United's and M&T's management and assumptions made by People's United's and M&T's management. Any statement that does not describe historical or current facts is a forward-looking statement, including statements regarding the expected timing, completion and effects of the proposed transactions and People's United's and M&T's expected financial results, prospects, targets, goals and outlook. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could," or "may," or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
Future Factors include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between People's United and M&T; the outcome of any legal proceedings that may be instituted against People's United or M&T; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where People's United and M&T do business; certain restrictions during the pendency of the merger that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; People's United's and M&T's success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of People's United and M&T; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed combination and its announcement could have an adverse effect on either or both parties' ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the proposed combination may be more difficult or time-consuming than anticipated, including in areas such as sales force, cost containment, asset realization, systems integration and other key strategies; revenues following the proposed combination may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transactions; the unforeseen risks relating to liabilities of People's United or M&T that may exist; and uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on People's United, M&T and the proposed combination.
--------------------------------------------------------------------------------
These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which People's United, M&T or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.
People's United provides further detail regarding these risks and uncertainties
in its latest Form 10-K and subsequent Form 10-Qs, including in the respective
Risk Factors sections of such reports, as well as in subsequent
Additional Information and Where to Find It
In connection with the proposed transaction, M&T will file with the
This Current Report on Form 8-K does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of any vote or
approval. INVESTORS AND SHAREHOLDERS OF PEOPLE'S UNITED AND M&T AND THEIR
RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT PEOPLE'S UNITED, M&T AND THE PROPOSED
TRANSACTION. Investors will be able to obtain a free copy of the registration
statement, including the joint proxy statement/prospectus, as well as other
relevant documents filed with the
Participants in the Solicitation
People's United, M&T and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction under the rules of the
--------------------------------------------------------------------------------
© Edgar Online, source