DETROIT and LOS ANGELES, Nov. 1 /PRNewswire/ -- Comerica Incorporated
(NYSE: CMA) and Imperial Bancorp (NYSE: IMP) today announced that their boards
of directors have unanimously approved a definitive agreement for a tax-free,
stock-for-stock acquisition by Comerica of Imperial Bancorp, a $7.4 billion
banking company headquartered in Los Angeles, CA.
The transaction will create the fourth largest banking company in
California and the 19th largest nationally, both based on assets. The
combination brings together two companies that are highly focused on middle-
market, small business, emerging growth markets, title and escrow deposits and
entertainment lending in California and nationally. It joins Imperial's growth
record with the solid growth, financial discipline and strong credit culture
of Comerica.
Shareholders of Imperial will receive approximately 21 million shares of
Comerica common stock under a 0.46 fixed exchange ratio. Upon closing,
Imperial shareholders will own approximately 12 percent of the combined
company. The current value of the transaction is approximately $1.3 billion,
or 2.4 times book value and 14.8 times First Call consensus 2001 estimated
earnings, based on Comerica's closing price of $60.31 on Tuesday, October 31,
2000. It represents a premium of 14 percent of Imperial's closing share price
yesterday.
The transaction is expected to be accounted for as a pooling of interests.
It is expected to be neutral to earnings per share in 2001, exclusive of one-
time, pre-tax, merger-related and restructuring charges estimated to be $145
million, and approximately 5 percent accretive to earnings per share in 2002.
Comerica said its estimates of accretion do not include assumptions of either
revenue synergies or reinvested capital.
The in-market combination is expected to generate cost savings by
eliminating duplicative and other administrative costs. Comerica plans to
reduce expenses by about 20 percent of Imperial's expense base over a period
of two years.
"Comerica's goal is to increase and enhance shareholder value by growing
earnings at double-digit annual rates. Our strategy is to build on our
leadership position in middle-market business lending, our longstanding
commitment to financial discipline and our strong credit quality culture,"
said Eugene A. Miller, Comerica chairman, president and chief executive
officer. "Imperial represents a superb strategic fit and will accelerate and
sustain this strategy. Its strong base of relationships in key middle-market
sectors of the California economy, and its demonstrated capacity to generate
20 percent-plus compound annual growth in loans, deposits and earnings per
share over the past five years will help fuel our growth strategies in
California and nationally," he added.
"With this combination, we extend our geographic footprint in the highly
attractive Southern California economy and solidify our national leadership
position in several key growth businesses. Comerica takes a disciplined view
of acquisitions -- and this transaction represents the right mix of strategic
growth drivers, sound financial metrics, and just plain good chemistry," Mr.
Miller said.
The transaction will make Comerica California's volume leader in Small
Business Administration (SBA) lending and entertainment industry lending,
while ranking number two in lending to emerging growth markets. The bank will
further enhance its California deposit market share through Imperial's
deposit-rich emerging growth, title and escrow, and middle-market banking
businesses.
"Our affiliation with Comerica presents significant benefits for Imperial
Bancorp's shareholders, and Imperial Bank's customers and employees," said
George L. Graziadio, Jr., chairman, president and chief executive officer of
Imperial Bancorp and chairman and co-founder of Imperial Bank. "We were
attracted to Comerica because of its proven leadership and experience in
business lending as well as its intense commitment to superior relationship
banking. The combination of our two organizations will provide significantly
expanded products and services for our customers."
"Joining forces with Comerica is the right step for Imperial Bank, its
customers and employees. Comerica stands for quality service and financial
discipline, and we look forward to introducing the Comerica brand to our
customers," said Norman P. Creighton, Imperial Bank vice chairman and chief
executive officer. "Together, we can build a highly competitive and market-
leading franchise in California. Comerica's middle-market business focus is
our business focus.
"Finally, the combination of our forces with Comerica will, over time,
generate added opportunities for many employees as they become part of a
larger organization," he added.
"We saw a great fit with Imperial for several reasons, not the least of
which is their commitment to delivering high quality customer service," said
J. Michael Fulton, president and chief executive officer of Comerica Bank -
California. "In addition, their strong focus on relationship business banking
is highly consistent with our approach."
"We believe we are in an excellent position to achieve the goals of this
transaction," said Comerica's Miller. "We have a realistic, two-year phase-in
of cost savings and conversion to common operating platforms, as well as
complementary geographies. In addition to our past successful experience of
integrating larger bank transactions, we have successfully acquired and
integrated five banks in the California market since 1991. We know this
market well -- and expect to complete this acquisition seamlessly."
Comerica's cash dividend is currently $1.60 on an annualized basis;
Imperial does not pay a cash dividend.
The boards of both companies have rescinded their share repurchase
programs to the extent required to account for the merger as a pooling of
interests.
Imperial Chairman Graziadio will become chairman of the board of Comerica
Bank-California; Comerica Bank-California President and Chief Executive
Officer Fulton will remain president and chief executive officer; and Imperial
Bank's Vice Chairman Creighton will become vice chairman of Comerica Bank-
California.
In addition, Graziadio, Imperial's chairman, and Creighton, Imperial
Bank's vice chairman, will join the Comerica Bank-California board of
directors.
Comerica's CRA rating is outstanding and Imperial's is satisfactory. Both
ratings are evidence of the commitment of each organization to improving the
communities they serve.
Comerica and Imperial will continue to work closely with local community
groups, civic organizations, individual community members, business owners and
others to continue to define the credit needs of local communities served and
to design products and services to help meet those needs.
The agreement is subject to approval by the shareholders of Imperial and
customary regulatory approvals. The transaction is expected to close in the
first quarter of 2001. In conjunction with the transaction, Imperial granted
to Comerica a customary option to purchase up to 19.9 percent of Imperial
stock.
Comerica was advised by the law firm of Wachtell, Lipton, Rosen & Katz.
Credit Suisse First Boston acted as financial advisor and provided a fairness
opinion to Imperial, which was advised by the law firm of Sullivan & Cromwell.
Imperial Bancorp, a diversified financial organization, was founded in
1968. Imperial Bank, the Company's principal subsidiary, organized in 1963,
offers a wide range of financial services tailored to corporate customers,
entrepreneurs and professionals. The bank's business strategy focuses on
delivering customized financial products and services to manufacturing,
distribution, wholesale, service, import/export, title and escrow, and apparel
and textile businesses, in addition to some of the fastest growing industries
such as emerging technology, entertainment, residential construction and SBA
lending. Imperial Bank operates 15 regional banking offices: 12 located
throughout California; in Phoenix, Arizona; Denver, Colorado; and Kirkland,
Washington; in addition to emerging growth loan offices in Irvine, Los
Angeles, Palo Alto, San Diego, and San Francisco, California; Phoenix,
Arizona; Denver, Colorado; Boston, Massachusetts; New York, New York; Durham,
North Carolina; Portland, Oregon; Austin and Dallas, Texas; Reston, Virginia;
and Kirkland, Washington. Other Imperial Bancorp and Bank enterprises include:
Imperial Securities Corp.; Imperial Creditcorp; Pacific Bancard Association
Inc.; Imperial Ventures Inc.; Imperial Bank Realty Co. Inc.; and Imperial
International Bank. Imperial Bank also holds 12 million shares of the common
stock (approximately 56 percent of the total shares outstanding) of Official
Payments Corporation (Nasdaq: OPAY). Imperial can be found on the Web at
http://www.imperialbank.com.
Imperial is expected to begin operating under the Comerica brand name in
the first quarter, 2001.
Comerica Bank-California is a $5.3 billion asset bank headquartered in San
Jose, with offices in the Bay Area (San Jose to San Francisco), Santa Cruz
Coastal, Los Angeles (Los Angeles and Orange Counties) and San Diego.
Comerica Bank-California is a subsidiary of Comerica Incorporated, a
diversified financial services provider headquartered in Detroit with banking
subsidiaries in Michigan, Texas and California; banking operations in Florida;
the investment services affiliate Munder Capital Management; and businesses in
several other states. Comerica also operates subsidiaries in Canada and
Mexico. Comerica Incorporated reported total assets of $41 billion at
September 30, 2000.
Matters discussed in this release contain certain forward-looking
statements that are based on the beliefs of Comerica's and Imperial's
management as well as assumptions made by and information currently available
to Comerica's and Imperial's management, as of the date of this release, with
respect to future events and are subject to risks and uncertainties, such as
changes in Comerica's and Imperial's plans, objectives, expectations and
intentions relating to the merger, integration and general business plans, and
do not purport to speak as of any other date. Should one or more of these
risks materialize or should underlying assumptions prove incorrect, the
company's actual results could differ materially from those discussed in this
release. Factors that could cause or contribute to such differences are
changes in interest rates, changes in the industries where Comerica and
Imperial have a concentration of loans, changes in the level of fee revenues,
the impact of Internet banking, the entry of new competitors into the banking
industry as a result of the enactment of the Gramm-Leach-Bliley Act of 1999,
changes in general economic conditions, and related credit conditions,
continuing consolidations in the banking industry, and other factors discussed
in Comerica and Imperial's filings with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date they are
made. Comerica does not undertake to update forward-looking statements to
reflect circumstances or events that occur after the date the forward-looking
statements are made.
NOTE TO EDITORS:
Comerica and Imperial have scheduled a conference call to discuss the
transaction at 9:30 AM (EST) on Wednesday, November 1, 2000. All interested
parties are invited to listen to this call. To listen to the call from the
US, please dial 1-888-667-9209 and ask to be connected to the Comerica /
Imperial teleconference call. International callers please dial
1-706-645-9134. This conference call will also be webcast live on the
Internet. A link to a live broadcast of the call on the Internet can be found
at http://www.comerica.com.
If you are unable to participate, a rebroadcast of the call will be
available beginning approximately 1:00 PM (EST) on Wednesday, November 1, 2000
through Wednesday, November 8. To access the rebroadcast domestically, please
dial 800-642-1687, reservation # 207066. International callers please dial
706-645-9291. To access a rebroadcast of the webcast please visit
http://www.comerica.com.
Comerica / Imperial
At-A-Glance
9/30/00 figures (all dollar figures in billions, except per share prices,
and where noted.) Financial ratios reflect third-quarter figures.
Comerica Imperial Pro Forma
Total Assets $41 $7 $48
Total Deposits $26 $7 $33
Total Deposits in CA $5 $5 $10
Total Loans $35 $4 $39
Net Income* (millions) $740 $84 $824
Nonperforming Assets/Assets 0.59% 0.90% 0.64%
Reserves/Nonperforming Loans 222% 136% 203%
ROA 1.89% 1.41% 1.83%
ROCE 21.3% 18.2% 20.9%
Net Interest Margin 4.42 5.93 4.64
Efficiency Ratio 48.6 57.4 50.1
Fee Income Ratio 32.7 30.6 32.4
Closing Stock Price Per Share (10/31/00) $60.31 $24.31
Total Banking Locations in CA 31 12 43
Total Banking Locations in U. S. 341 15 356
