Metavante to Acquirre MBI; Expand Healthcare Payments

Metavante Corporation, the financial technology subsidiary of Marshall & Ilsley Corporation announced the signing of a definitive merger agreement to acquire Med-i-Bank, Inc. (MBI) of Waltham, Mass. The company will continue to operate under the name of MBI, and will become a subsidiary of Metavante Corporation, with existing management continuing in their positions. The $145 million acquisition, approximately $138 million of which will be funded using Marshall & Ilsley Corporation common stock, is expected to close in the third quarter, pending regulatory approval and other customary closing conditions. The purchase is expected to be less than one percent dilutive to M&I?s earnings per share in 2005 and 2006, and accretive beginning in 2007. In 2006, MBI is expected to have earnings before interest, taxes, depreciation and amortization (EBITDA) of $15-20 million, and net income of $6-8 million. MBI is a leading provider of electronic payment services for employee benefit and consumer-directed health care accounts. MBI?s Flexible Spending Account (FSA), Health Reimbursement Arrangement (HRA) and Health Savings Account (HSA) solutions are currently used by approximately 200 third-party administrators (TPAs) and health plans that service over 15,500 employers and approximately 1.3 million employee accounts. The company was founded in 1995 and employs approximately 70 persons. The MBI acquisition will extend the existing Metavante full-service HSA solution, which includes account setup and administration; account and transaction processing; market-leading healthcare debit cards; regulatory reporting; as well as account record keeping and funds management. Metavante provides HSA solutions for financial institutions that can include trust account management to support the custodial requirements of HSAs. For HSA consumers, Metavante provides Internet-based account access and online investment management options through investment accounts and mutual funds.