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EXHIBIT 99.3
Comerica Incorporated to Acquire Imperial Bancorp in $1.3 Billion Transaction
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.
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"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
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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,
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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.
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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
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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
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* YTD annualized
Comerica / Imperial Deal Terms
Fixed Exchange Ratio 0.46 Comerica share for each
Imperial share outstanding
Price $27.74 per share based on
Comerica closing price of
$60.31 on 10/31/00
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Multiple to 2000E 15.8X
Multiple to Book Value 2.40X
Market Premium 14%
Leveraging Common Strengths
Commercial & Industrial Lending -- #4 in California
SBA Lending -- #1 in California / Top 5
Nationally
Specialty Deposits (title / escrow) -- #1 in California / Top 5
Nationally
Entertainment Lending -- #1 in California / Top 5
Nationally
Emerging Growth Lending -- #2 in California / #2 Nationally
SOURCE Comerica Incorporated and Imperial Bancorp
CONTACT: Media - Wayne Mielke of Comerica Incorporated - MI, 313-222-4732, or
Keith Turner of Comerica Bank - California, 408-556-5111; or Robert Galea of
Imperial Bancorp -- CA, 310-338-6111; Steve Bruce, or Mary Beth Kissane of
Abernathy MacGregor Group - NY, 212-371-5999; or Investor - Judith S. Love of
Comerica Incorporated - MI, 313-222-2840; or Ellen Becht of Imperial Bancorp --
CA, 310-338-6161/ http://www.comerica.com
