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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY U.S. BANCORP AND FIRSTAR
CORPORATION ON OCTOBER 4, 2000
[FIRSTAR LOGO] [US BANCORP LOGO]
FOR IMMEDIATE RELEASE
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CONTACTS: Steve Dale (Firstar Media) Wendy Raway (U.S. Bancorp Media)
(414) 765-4455 (612) 973-2429
Joe Messinger (Firstar Analysts) Judy Murphy (U.S. Bancorp Analysts)
(414) 765-5235 (612) 973-2264
John Danielson (U.S. Bancorp Analysts)
(612) 973-2261
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FIRSTAR CORPORATION AND U.S. BANCORP MERGE,
CREATING $160 BILLION HIGH-GROWTH FINANCIAL SERVICES
COMPANY
$21.2 BILLION SHARE EXCHANGE WILL PROVIDE IMMEDIATE EPS ACCRETION
MILWAUKEE and MINNEAPOLIS, October 4, 2000 -- Firstar Corporation (NYSE:FSR)
today announced that it has signed a definitive agreement to merge with U.S.
Bancorp (NYSE:USB) through an exchange of shares valued at approximately $21.2
billion.
The combined companies will have a powerful presence in consumer and corporate
financial services, wealth management, capital markets and payment systems. The
Firstar/U.S. Bancorp combination would become the 8th largest bank holding
company in the United States, with assets of more than $160 billion, deposits of
$107 billion, assets under management of $145 billion and a pro forma market
capitalization of approximately $40 billion. The franchise will span 24
Midwestern and Western states with 2200 branches.
Firstar will exchange 1.265 shares of Firstar common stock for each share of
U.S. Bancorp common stock in a tax-free exchange agreement. Based on Firstar's
closing stock price of $22.38 on September 29, 2000, this represents a price of
$28.30 for each U.S. Bancorp share, a premium of 24.4 percent over U.S.
Bancorp's closing price that date, and a multiple of 11.7 times U.S. Bancorp's
estimated 2001 earnings per share.
The transaction is expected to close in the first quarter of 2001. After the
closing, the combined companies will operate under the U.S. Bancorp name, and
locate their corporate headquarters in Minneapolis. After the closing, the board
of directors of the combined companies will consider payment of dividends at an
annual rate of 75 cents per common share, which would represent an increase of
11 percent over U.S. Bancorp's current dividend and an increase of 15 percent
over Firstar's current dividend.
Jerry Grundhofer, president and chief executive officer of Firstar, will
continue in those positions in the combined company. John "Jack" Grundhofer,
chairman, president and chief executive
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officer of U.S. Bancorp, will serve as chairman of the board until his planned
retirement on December 31, 2002. The board of directors will be composed of 14
members from Firstar, and 11 members from U.S. Bancorp.
Jerry Grundhofer of Firstar, noted, "We are creating the industry leader in
growth, performance and diversification. The combined companies will have a
multitude of high growth, non-banking businesses as well as an enviable banking
franchise in attractive growth markets. We're already two of the most efficient
banking franchises in the country, so we can quickly devote our attention to
enhancing our customer relationships, integrating our businesses, and remaining
the low cost provider in our key business areas. The new U.S. Bancorp will be
the leader in service quality and financial performance."
Jack Grundhofer of U.S. Bancorp remarked, "Our geographies fit together, our
business lines complement each other, we are both devoted to high standards of
customer service, and we have a lot of other strengths to offer each other in
areas ranging from sales culture to information technology. By any standard,
we've built a tremendous institution at U.S. Bancorp. But as we considered how
best to convert our potential into real value for our shareholders and our
customers, it became clear that combining with Firstar was far and away the best
course to follow. "
The transaction, which will be accounted for as a pooling of interests, is
expected to be 3.7 percent accretive to Firstar earnings per share in 2001, and
3.9 percent accretive in 2002. These accretion numbers include anticipated
expense reductions, but do not include increased earnings from revenue
enhancements, or the reinvestment of excess capital. Firstar expects to incur
pre-tax merger-related and restructuring charges of $800 million between the
closing of the transaction and the end of 2002.
Firstar and U.S. Bancorp expect to reduce their combined expense levels by $266
million per year, pre-tax. This is equal to 8 percent of U.S. Bancorp's current
expense base, or 5 percent of the combined companies' expense base. The
companies anticipate phasing in 25 percent of these savings in 2001, 80 percent
by the end of 2002, and 100 percent by the end of 2003. These cost savings
primarily involve elimination of redundancies in administration and corporate
support functions. Systems integration will begin immediately after closing and
will conclude by year-end 2002.
"Our integration approach involves hands-on senior management involvement,
intense emphasis on customer and employee retention, and constant tracking of
performance. In each previous merger integration, we've achieved our operating
goals on time and on budget. The Firstar/Mercantile integration was successfully
concluded last month," said Firstar CEO Jerry Grundhofer. "Both Firstar and U.S.
Bancorp are already highly efficient and we will be able to increase our focus
on the factors affecting revenue growth. Our customers and our employees
continue to be our highest priorities."
In addition to its corporate headquarters in Minneapolis, the new U.S. Bancorp
will have a significant presence in Arizona, Arkansas, California, Colorado,
Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky Minnesota, Missouri, Montana,
Nebraska, Nevada, North Dakota, Ohio, Oregon, South Dakota, Tennessee, Utah,
Washington, Wisconsin and Wyoming.
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Community commitment will continue to be paramount for the combined company.
Both Firstar and U.S. Bancorp have strong records of community investment and a
proud history of giving back to the communities they serve. The new company will
be equally committed to continuing these endeavors at current levels in the
states it will serve.
The companies believe that their merger can significantly enhance their combined
revenue growth potential, although revenue synergies have not been included in
their earnings-per-share accretion estimates. The combined company will serve 10
million customers in a geographic territory that includes nine of the 15 fastest
growing states in the country. In deposits, the company will rank first in the
northwest and upper midwest, second in the lower midwest, and sixth in the far
west.
The new U.S. Bancorp will have a broadly diversified revenue stream: consumer
financial services will account for 38 percent, corporate financial services for
29 percent, wealth management and capital markets for 19 percent and payment
systems for 14 percent. Its family of businesses will rank among the top five
banks in branches, ATMs and home equity lending, and in the top ten in total
consumer lending. It will be a leader in commercial real estate lending, leasing
and small business lending. Its U.S. Bancorp Piper Jaffray unit is a major
regional broker that is a national leader in initial public offerings. Its
wealth management businesses will have $145 billion in assets under management
and $50 billion in mutual fund assets. And its high-growth specialty businesses
include major presence in merchant processing, purchasing cards, corporate
cards, corporate trust, mutual fund processing and corporate and institutional
trust.
In developing these businesses, the combined companies have invested over $1
billion during the last four years in technology, including product development,
distribution and infrastructure. Firstar expects also to adapt its highly
successful customer service programs to U.S. Bancorp's markets; these include
guaranteed delivery on key service standards in each line of business, and
recognition and incentive programs tied to sales and service levels.
The combined company will be one of the strongest financially performing banks
in the United States. For the quarter ended June 30, 2000, its pro forma
combined return on assets was 1.98 percent and its return on equity was 22.7
percent. Its net interest margin was 4.41 percent and its efficiency ratio was
43.2 percent.
In addition to Jerry Grundhofer and Jack Grundhofer, the senior management team
of the new U.S. Bancorp will include: David Moffett, currently vice chairman of
Firstar, as chief financial officer; Andrew Duff, currently vice chairman of
U.S. Bank, as head of wealth management, trusts & investments and capital
markets; Richard Davis, currently vice chairman of Firstar, as head of consumer
banking; Daniel Frate, currently vice chairman of U.S. Bank, as head of payment
systems; Joseph Hasten, currently vice chairman of Firstar, as head of large
corporate banking; Daniel Quinn, currently vice chairman of U.S. Bank, as head
of middle market corporate banking; William Chenevich, currently vice chairman
of Firstar, as head of information technology and operations; Robert Hoffman,
currently executive vice president of U.S. Bancorp, as chief credit officer;
Steve Smith, currently executive vice president of Firstar,
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as head of human resources: and Lee Mitau, currently executive vice president
of U.S. Bancorp, as general counsel.
The transaction, which was approved by the boards of directors of both
companies, is subject to normal shareholder and regulatory approvals. Also
today, Firstar announced that its board of directors has rescinded its prior
authority, granted on April 11, 2000, to repurchase up to 100 million shares of
its common stock. Both companies have completed due diligence. Firstar and U.S.
Bancorp have granted each other cross-options to purchase common shares equal to
19.9 percent of the other company under certain circumstances.
Firstar was advised in this transaction by the investment bank of Credit
Suisse/First Boston and the law firm of Wachtell, Lipton, Rosen & Katz. U.S.
Bancorp was advised by the investment bank of Goldman Sachs and the law firm of
Sullivan & Cromwell.
Firstar Corporation is a financial holding company with approximately $74
billion in total assets. Firstar has nearly 1,200 full-service banking offices
and more than 2,200 ATM locations in Ohio, Wisconsin, Missouri, Kentucky,
Illinois, Indiana, Iowa, Minnesota, Tennessee, Arkansas, Kansas, Arizona and
Florida. Firstar, founded in 1853, offers a comprehensive line of consumer and
commercial banking products and services, personal and commercial trust,
investment management, insurance, securities brokerage, mortgage, credit card,
cash management, international banking and other financial services. Visit
Firstar on the web at www.firstar.com.
Minneapolis-based U.S. Bancorp, with $86 billion in assets, operates
approximately 1,000 banking offices in the Midwest and West. The company
provides comprehensive banking, trust, investment and payment systems products
and services to consumers, businesses and institutions. It operates a network of
5,000 ATMs and provides 24-hour, seven-days-a-week telephone customer service.
The company offers full-service brokerage services at approximately 100 offices
through U.S. Bancorp Piper Jaffray. The company is the largest provider of Visa
corporate and purchasing cards in the world, and is one of the largest providers
of corporate trust services in the nation. Visit U.S. Bancorp on the web at
www.usbank.com.
Firstar and U.S. Bancorp will hold a conference call to discuss this transaction
at 10 a.m. Eastern Daylight Time on Wednesday, October 4, 2000. Investors,
analysts and other interested parties may dial into the conference call at
1-888-732-8927 for domestic access and 1-212-896-6093 for international access.
During the call, the slide presentation will be available on the Firstar web
site, at www.firstar.com.
# # #
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to statements about the benefits of the merger between Firstar
Corporation and U.S. Bancorp, including future financial and operating results,
Firstar's plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of Firstar's and U.S. Bancorp's management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule: the
failure of Firstar Corporation and U.S. Bancorp stockholders to approve the
merger; the risk that businesses will not
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be integrated successfully; the risk that the revenue synergies and cost savings
from the merge may not be fully realized or may take longer to realize than
expected; disruption from the merger making it more difficult to maintain
relationships with clients; employees or suppliers; increased competition and
its effect on pricing, spending, third-party relationships and revenues; the
risk of new and changing regulation in the U.S. and internationally. Additional
factors that could cause Firstar Corporation's and U.S. Bancorp's results to
differ materially from those described in the forward-looking statements can be
found in the 1999 Annual Reports on Forms 10-K of Firstar and U.S. Bancorp,
filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission's internet site (http://www.sec.gov).
Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about Firstar Corporation and U.S. Bancorp, without charge at the
SEC's internet site (http://www.sec.gov). Copies of the joint proxy
statements/prospectuses can also be obtained, without charge, by directing a
request to Firstar Corporation, 777 East Wisconsin Avenue, Milwaukee, WI 53202,
Attention: Joe Messinger or to U.S. Bancorp, Attention: Judy Murphy or John
Danielson.
