Mergers & Acquisitions

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M&I to acquire Indiana bank

Milwaukee-based Marshall & Ilsley Corp. announced it has signed a definitive agreement to acquire First Indiana Corp. for $529 million

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Under the agreement, the parent company of M&I Bank will purchase First Indiana Corp. for $32 per share.

The transaction is expected to be completed in the fourth quarter of 2007 or first quarter of 2008, subject to the affirmative vote of First Indiana Corporation shareholders, regulatory approvals and other customary conditions.

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The transaction is expected to be approximately $0.02 per share dilutive to Marshall & Ilsley’s earnings in the first year after the acquisition closes and accretive to earnings per share thereafter.

First Indiana Corp., with $2.1 billion in assets as of March 31, 2007, has 32 offices in central Indiana. The current First Indiana Bank branches are expected to become M&I Bank branches in the first quarter of 2008.

“Bob Warrington and his team at First Indiana have built a highly respected financial institution in the Indianapolis area,” said Mark Furlong, president and chief executive officer of Marshall & Ilsley. “First Indiana shares M&I’s philosophy of providing excellent customer service and giving back to the communities they serve. We are fortunate to have the First Indiana team formally joining the M&I family in serving Indianapolis and its surrounding communities.”

“First Indiana has a long-standing relationship with M&I,” said Bob Warrington, president and CEO, First Indiana Corp. “The two organizations know each other well and this partnership is a natural evolution of our relationship together. This merger will enable us to substantially expand our offering of products and services in the markets we serve.”

 

Canadian company to acquire 2 Milwaukee-area banks

Harris Bankcorp Inc. and its Canadian parent company, BMO Financial Group, announced they have signed definitive agreements to acquire Cedarburg-based Ozaukee Bank and New Berlin-based Merchants & Manufacturers Bancorporation.

Combined, the two banks have approximately 40 full-service locations, including more than 20 in the Milwaukee area, and 13 limited service locations, as well as $1.7 billion in deposits and more than  $2 billion in assets.

“Today’s announcements will move us further toward our goal of becoming the leading personal and commercial bank in the U.S. Midwest,” said Bill Downe, chief executive officer of BMO Financial Group, the parent company of the Bank of Montreal. “These acquisitions will allow us to enhance the experience the customers of these banks already have by adding the full breadth of personal, business and wealth management services that Harris has delivered in the Chicago market for 125 years.”

“Milwaukee is an attractive market for Harris for two important reasons. First, its size and proximity to Chicago – less than 100 miles separate the two cities – make it a natural fit for us. Second, Milwaukee is a relatively affluent market with median household income and projected household income growth higher than the national average,” said Ellen Costello, Chief Executive Officer, Harris Bankcorp, Inc. “When you add to that the commitment to customer service and community involvement Harris shares with these banks, we believe we have significant potential to grow our market share even further.”

Harris and BMO announced a definitive agreement for BMO to purchase Ozaukee Bank in a stock transaction valued at $190 million. Under the agreement, Ozaukee Bank shareholders will receive approximately 3 million shares of BMO Financial Group stock.

Ozaukee Bank is a community bank with six full-service and two limited-service locations in the northern part of the greater Milwaukee area. Ozaukee Bank has $694 million in assets and $561 million in deposits.

“Ozaukee Bank is known for the solid, long lasting relationships we have with our customers and communities. An affiliation with Harris will be an optimal match because it, too, is known for the quality of the relationships it builds,” said M.D. “Mal” Hepburn, Ozaukee Bank chairman and founder. “We really like Harris’ commitment to people, customers, communities and employees.”

Additionally, Harris and BMO announced a definitive agreement to purchase Merchants and Manufacturers for $137.2 million in cash, or $37.30 per share of Merchants and Manufacturers common stock. Merchants and Manufacturers is engaged in the community banking business through their Community BancGroup, which includes their several bank subsidiaries: Lincoln State Bank; Grafton State Bank; Franklin State Bank; Community Bank Financial; Fortress Bank of Westby; The Reedsburg Bank; Wisconsin State Bank; Fortress Bank of Cresco (in Iowa); and Fortress Bank N.A. (in Minnesota). Merchants and Manufacturer’s banks have a combined $1.5 billion in assets and $1.2 billion in deposits, holding more than half of their deposits in the Milwaukee area.

“Two critical issues were important to our board in making this decision. First, provide a premium to our shareholders to the current market price, in turn providing them with liquidity, and second, enhance the competitive position of the banks,” said Michael Murry, chairman and chief executive officer, Merchants and Manufacturers. “With Harris, we accomplish both.”

The combined transactions represent a price-to-book multiple of 2.2 times book, consistent with purchase multiples in the U.S. Midwest.

Both acquisitions are expected to close later this year, pending approval by U.S. and Canadian regulators, as well as shareholders of the respective companies.

The Wisconsin acquisitions move Harris closer to its goal of 350 to 400 locations across the Midwest. With $42 billion in assets and $29 billion in deposits, Harris is the second-largest bank based on branches in the Chicago market. Additionally, Harris has affiliated wealth management offices in Arizona, California, Florida, Georgia, Virginia and Washington.

 

Dohmen sells off Jascorp subsidiary

Arcadia Resources Inc., a Southfield, Mich.-based innovator in consumer health care services, announced it has acquired the Jascorp pharmacy management software subsidiary of The F. Dohmen Co., a family-owned business based in Germantown.

Jascorp is based in Milwaukee at 12100 W. Park Place.

The purchase price is approximately $2 million, of which $250,000 will be paid in cash and the balance will be paid in Arcadia Resources common stock.

Jascorp provides a range of retail pharmacy management services and systems, including dispensing and billing software, as well as the JASRx integrated disease state management module, which is used by nearly 350 pharmacies in 39 states and Puerto Rico.

Marvin Richardson, president and chief executive officer of Arcadia Resources, said, “We have long been impressed by the capabilities of Jascorp and its JASRx software package. As our company increases its strategic emphasis on health care services, Jascorp will be integral to our efforts to change the delivery of retail pharmacy care. This acquisition will contribute more than $2 million of incremental revenues at an attractive EBITDA margin, reduce our cost to provide licensed pharmacy services, and most importantly improve our operating margins on the licensed service model significantly. In addition, this should provide a strong software infrastructure for the future growth of our business.”

John Dohmen, chief executive officer of The F. Dohmen Co., said, “Integrating Jascorp with Arcadia Resources is a logical combination of a notable pharmacy management software system with an innovator in retail health care services. We are proud of our role in developing JASRx as a technological resource for the industry, and we’re pleased that we will continue to participate in the growth of the combined business as a shareholder of Arcadia Resources.”

 

Anchor BanCorp to acquire S&C Bank

Madison-based Anchor BanCorp Wisconsin Inc. will acquire S&C Bank of New Richmond, Wis.

S&C Bank is a $400 million community bank with 17 banking locations in northwestern Wisconsin and the greater Twin Cities area. Financial terms of the acquisition were not disclosed.

“S&C Bank’s presence in the rapidly growing northwest Wisconsin corridor gives AnchorBank significant presence in the St. Croix and Chippewa Valleys, where St. Croix County enjoys the fastest population growth of any county in the state at 29.1 percent since 2000,” said Douglas Timmerman, chairman and chief executive officer of Anchor BanCorp. “By adding S&C Bank’s associates and convenient locations to our existing presence in Chippewa Falls and Hudson, we will be able to provide our and S&C’s customers in the region with more offices closer to home.”

The combined bank will have $4.9 billion in assets.

Charlie Bullock, current president and CEO of S&C Bank, said, “We saw in AnchorBank a similar customer focus and long-term history. From our initial discussions, we felt confident they would be the right partner to bring an expanded level of service to the growing communities we serve. AnchorBank will bring new products, services, and technology to our customers and communities.”

The transaction is expected to be completed during the second half of 2007, subject to regulatory approvals.

 

Midwest venture fund ramps up for new projects

Venture Investors LLC, a venture capital firm that is principally focused on initiating investments during the formative stages of technology and biotechnology companies that have spun out of leading research institutions in Wisconsin, Michigan and the Midwest, announced it held its final closing for its new fund, the Venture Investors Early Stage Fund IV Limited Partnership, with $115 million in total commitments. 

The fund will be among the largest Midwest-focused, early-stage venture capital funds and the firm has offices strategically located next to the nation’s third- and fourth-largest research universities (University of Michigan and the University of Wisconsin-Madison).  Commitments to Venture Investors Early Stage Fund IV Limited Partnership came from a combination of new and returning limited partners. Returning investors included the State of Wisconsin Investment Board, American Family Insurance, Wisconsin Alumni Research Foundation, US Bank, Robert W. Baird & Co., and MGE Energy.

Among the new investors were funds managed by Credit Suisse’s Customized Fund Investment Group for the Venture Michigan Fund, the Michigan Strategic Fund, and the State of Michigan Retirement Systems. Other new investors included Sentry Insurance, WEA Insurance, Northwestern Mutual, Thrivent Financial, Briggs and Stratton Pension Fund.

“We are pleased that our investors have confidence in our team’s ability to continue to deliver returns from the untapped opportunity in the Midwest”, said John Neis, a managing director of Venture Investors.  “We have repeatedly demonstrated that, with adequate funding and a strong investor syndicate, you can assemble high-caliber management teams around the world-class discoveries emerging from our region’s leading research universities and deliver results that are competitive with the top-tier venture capital firms on the coasts.”

The $115 million fund represents more than a threefold increase from the $37 million Venture Investors Early Stage Fund III, raised in 2000.

For additional information on the firm, visit www.ventureinvestors.com.

 

Private investors acquire RathGibson

DLJ Merchant Banking Partners, an international private equity firm, has completed its $440 million acquisition of Janesville-based RathGibson Inc.

DLJ acquired the manufacturer of highly engineered premium stainless steel and specialty alloy welded tubing products from Castle Harlan Inc. of New York.

Castle Harlan had purchased RathGibson in February 2006. In August of last year, RathGibson acquired a complementary tubing manufacturer, Greenville Tube Company. The combined companies had total revenues of $311 million in fiscal 2006.

William Pruellage, a managing director who led the Castle Harlan negotiating team, said RathGibson’s revenues and earnings increased by approximately 50 percent during the period Castle Harlan owned the company.

“The company is strong and poised for significant growth in both its domestic and international markets,” Pruellage said. “It has an outstanding management team, led by president and chief executive officer Harley Kaplan, and we are confident it has a very promising future with DLJ.”

GE Antares Capital acted as administrative agent for an $80 million senior secured facility to support DLJ’s acquisition of RathGibson.

In addition to its Janesville plant, RathGibson has manufacturing facilities in Clarksville, Ark., and North Branch, N.J., and sales offices in Houston, Texas and Shanghai, China. RathGibson’s customer base spans 30 countries.

“RathGibson’s technical leadership, extensive product portfolio, and global channel strength have contributed to the company’s success as a global market leader in virtually all of its end-markets,” said Dan Glickman, managing director of GE Antares, a unit of GE Commercial Finance – Global Sponsor Finance. “We are pleased to support DLJ Merchant Banking Partners, as well as the outstanding management team at RathGibson.”

 

Regal Beloit acquires FASCO operations

Regal Beloit Corp. announced it has signed a definitive agreement to acquire the assets of the Fasco Residential/Commercial operations and the stock of the Fasco Asia/Pacific operations of Tecumseh Products Co.

The Fasco businesses that Regal Beloit is acquiring manufacture and market motors and blower systems for air moving applications including alternative fuels systems, water heaters and HVAC systems. Regal Beloit expects the acquired businesses to add approximately $290 million in sales in 2008.

The transaction is valued at approximately $220 million and is expected to close in the third quarter, subject to regulatory approvals.

Henry Knueppel, chairman and chief executive officer of Regal Beloit, said, “Fasco is a great business with a long history of product and manufacturing excellence. We are very excited about the people, facilities, and technology that are the foundation of these acquired businesses. This acquisition is consistent with our strategy to expand our end markets and integrated product solutions. We are particularly pleased that this acquisition would allow us to offer our customers a range of complete motor and blower system solutions. Additionally, the acquisition would continue the expansion of our global manufacturing and commercial footprints and expand our reach further into Asia including the Australian market.”

Included in the acquisition are manufacturing and distribution facilities in Eldon, Mo. and; Cassville, Mo.; Piedras Negras, Mexico; Bangkok, Thailand; and Melbourne, Australia. The Fasco Automotive and Specialty business will remain with Tecumseh but will not retain the Fasco brand.

Online network acquires Wisconsinjobs.com

Jobing.com, the nation’s largest, locally-focused online recruitment media provider, announced that it has acquired Milwaukee-based LocalCareers.com Inc., an online network that encompasses some 400 local and niche employment Web sites across the United States, including its flagship domain, Wisconsinjobs.com.

The agreement marks Jobing.com’s eighth acquisition since its founding in 2000. A two-time Inc. 500 “Fastest Growing Company,” Jobing.com currently serves seven states with a combined online and brick-and-mortar presence through local branches in 17 metropolitan communities.

Jobing.com founder and chief executive officer Aaron Matos said, “LocalCareers.com and its family of high-traffic, local employment Web sites has built a solid business, and I am honored that they have chosen to continue to grow as part of Jobing.com. This acquisition is a perfect fit for Jobing.com as we expand our focus on local recruiting beyond the states we currently serve.”

In the 1990s, Brian Weis, LocalCareers.com founder, worked as a recruiter for several staffing and IT consulting companies in Wisconsin. He originally launched LocalCareers.com in October of 1998 under the domain WiJobs.com. Through the early acquisition of other career sites and a successful business model, the company evolved into the present network of LocalCareers.com. Today, Weis and his team operate about 400 sites around the country, including notable employment domains such as WisconsinJobs.com, ArizonaJobs.com, CaliforniaJobs.com, NevadaJobs.com, TexasJobs.com and FloridaJobs.com.

“Our uniting with Jobing.com will benefit Wisconsin employers and job seekers in a number of ways,” Weis said. “From their demonstrated success in the world of online recruiting, to innovative media options like employer videos … the resources and experience Jobing.com brings to the table have us all very excited.”

A team of staff members from both organizations is  managing the ongoing integration of the LocalCareers network and Jobing.com.

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