Honorable Alan Greenspan
Dear Chairman Greenspan:
This is in response to your letter of December 7, 1993, enclosing a copy of an application by Marshall & Ilsley Corporation, Milwaukee, Wisconsin, ("M&I") for prior approval to acquire 100 percent of Valley Bancorporation, Green Bay, Wisconsin ("Valley"), pursuant to Sections 3 and 4 of the Bank Holding Company Act. We understand that M&I has committed to the Board that it will divest certain offices, including those listed on the attachment, that it will reach sales agreements for such offices with competitively suitable purchasers before consummating its acquisition of Valley, and will complete the divestitures within 180 days of consummating the Valley acquisition. M&I further commits to turn the divestitures over to an independent trustee if its efforts to divest are unsuccessful.
We have reviewed this proposed acquisition, together with the divestiture commitment, and conclude that it would not have a signficantly adverse effect upon competition if the divestitures are made as proposed.1/ However, M&I has not reached an agreement to sell any of the offices as of the date when the Board is scheduled to decide the application. M&I has identified to us a number of prospective purchasers of offices to be divested, and we have expressed to them our views concerning their competitive suitability. M&I desires to keep the identity of bidders confidential while the bidding process continues. Hence, we cannot specify herein any prospective purchaser as competitively suitable, as we usually do.
While M&I's divestiture commitment is satisfactory, the procedure
they propose opens the possibility that we would have to file suit under
the antitrust laws in order to preserve our rights. This is because
M&I could fail to reach agreements to sell the offices to competitively
suitable purchasers within the thirty-day period following the Board's
approval, which is the window allowed for the filing of an antitrust
suit. While M&I, we understand, plans to reach agreements before
the period would expire, we wish to note this possibility so they may
take it into account.
M&I-Valley Proposed Divestitures
Offer Includes Deposits and Loans except as Noted
1 The conclusion set forth in this letter is based upon the representations made in this application and such other facts as arc presently available. The letter is not intended, and should not be relied upon, as a precedent or policy of the Department.