Bank Mutual would have to pay $17 million fee to terminate merger

Agreement with Associated Banc-Corp provides more details

Bank Mutual headquarters
The Bank Mutual headquarters in Brown Deer.

Details are trickling out about the Associated Banc-Corp acquisition of Bank Mutual Corp. in filings the banks have made since their announcement last week that Green Bay-based Associated would acquire Brown Deer-based Bank Mutual.

Bank Mutual headquarters
The Bank Mutual headquarters in Brown Deer.

For one, if the merger agreement is terminated because Bank Mutual considers or accepts an acquisition proposal by a different company, Bank Mutual is obligated to pay a $17 million termination fee to Associated.

Among the agreed upon reasons the merger agreement can be terminated without penalty: by mutual written agreement by both companies; if the transaction has not closed by June 30, 2018, unless the terminating company caused the delay; if the transaction does not receive approval from one of the companies or the government; if one of the companies does not meet certain conditions; or if one of the companies does not recommend approval to shareholders.

The filing also disclosed that the Associated Banc-Corp board will grow by one director position to accommodate the addition of Michael Crowley, Jr., Bank Mutual chairman.

And Associated will provide covered employees with severance benefits for one year following closing if their position is terminated as a result of the transaction. Associated and Bank Mutual will work to establish a retention bonus program, consulting arrangements or similar arrangements for certain covered employees who stay on board through closing, or for an interim period following closing.

An upcoming proxy filing is expected to provide information about how the deal between the largest bank headquartered in Wisconsin and the largest bank headquartered in the Milwaukee area came together.

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Molly Dill, former BizTimes Milwaukee managing editor.

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