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M&I Reaffirms Offer For Marine Corp.

July 31, 1987

MILWAUKEE (AP) _ Marshall & Ilsley Corp. has reaffirmed its buyout bid for Marine Corp., despite Marine’s acceptance last week of a competing offer from Ohio-based Banc One Corp.

J.A. Puelicher, Marshall & Ilsley’s chairman and chief executive, said the Milwaukee-based bank holding company’s board of directors affirmed its offer on Thursday, and would file an application with the Federal Reserve Board to preserve it as an option for Marine shareholders.

Marine on July 24 said it agreed to merge with Columbus, Ohio-based Banc One in a stock swap valued then at about $60.34 per share, or $546 million. The merger, if approved by the companies’ shareholders and banking regulators, would create a $22 billion bank holding company, the nation’s 23rd largest.

Marshall & Ilsley, Marine’s cross-town rival, in June offered to buy Marine in an offer it valued at $62.50 a share, or $537.5 million. The company on July 17 made a revised offer valued at $66.50 per share, which its board reaffirmed on Thursday.

Puelicher said Marshall & Ilsley believed its offer ″represents the most attractive proposal for our respective shareholders, and the State of Wisconsin.″

The Banc One agreement would exchange 2.332 Banc One shares for each Marine share. Based on Thursday’s closing stock price of $26.25, the Banc One offer had an indicated value of more than $61.20 per share.

George Slater, Marine’s chairman and chief executive, said the stock price comparison was only one of many considerations analyzed by his company. He said the company also considered the fit between the organizations and their employees, as well as dividend policies and future earnings potential.

John B. McCoy, Banc One chairman, said the affiliation between his company and Marine would allow the Wisconsin company to operate autonomously, as a subsidiary. But it would be able to call upon Banc One’s resources for bank products and services, he said.

Puelicher said M&I’s financial advisor, Salomon Brothers, ″agrees that M& I’s offer affords Marine shareholders a potential difference in value from the Banc One offer.

″We believe the Marine shareholders should have the right to choose between our offer and Banc One’s,″ he said.

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