M&T Bank Corporation (NYSE:MTB) entered into a definitive agreement to acquire People's United Financial, Inc. (NasdaqGS:PBCT) for $7.6 billion on February 21, 2021. M&T will acquire People's United in an all-stock transaction. Under the terms of the agreement, People's United shareholders will receive 0.118 of a share of M&T common stock for each People's United share they own. Each outstanding share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of People's United will be converted into the right to receive a share of a newly created series of preferred stock of M&T. Each outstanding restricted share award of People's United will be converted into a number of restricted shares of M&T common stock equal to the exchange ratio. Each outstanding option to purchase shares of People's United will be converted into an option to purchase a number of shares of M&T equal to the product (1) the number of shares of People's United Common Stock subject to such People's United Option and (2) the exchange ratio, at an exercise price per share equal to (a) the exercise price per share of People's United Common Stock of such People's United divided by (b) the exchange ratio. The transaction is valued at approximately $7.6 billion representing $17.70 per share of People's United Financial, based on closing prices on February 19, 2021. Post completion, People's United Financial will merge with and into M&T, with M&T as the surviving entity. The merger agreement further provides that at a date and time following the merger as determined by M&T, People's United Bank, National Association, a wholly owned subsidiary of People's United, will merge with and into Manufacturers and Traders Trust Company, a wholly owned subsidiary of M&T (“M&T Bank”), with M&T Bank as the surviving bank. Post-completion, former People's United shareholders will collectively own approximately 28% of the combined company with M&T owning 72%. The merger agreement may be terminated under certain circumstances at any time prior to the effective time of the merger by, by either People's United or M&T if the merger shall not have been consummated on or before February 21, 2022. If the merger agreement is terminated in certain circumstances, a termination fee of $280 million in cash will be payable by either M&T or People's United, as applicable.

René Jones, Chairman and Chief Executive Officer of M&T will lead the combined company in the same capacity. Upon closing, Jack Barnes, Kirk W. Walters and three other current members of the Board of Directors of People's United will join M&T's Board of Directors. M&T will be retaining nearly 80% of employees of People's United and its subsidiaries including almost all customer facing employees. M&T will be retaining substantially all People's United branch employees, including those who work in the Stop & Shop branches. As part of the transaction, People's United's current headquarters in Bridgeport, Connecticut will become the New England regional headquarters for M&T. During the week ending on July 23, 2021, M&T issued Worker Adjustment and Retraining Notification (WARN) in two states, Connecticut and Vermont. The retrenchment exercise will be carried out starting October 1, 2021, and will be completed by approximately May 20, 2022, affecting over 16 locations across Connecticut. M&T Bank is slashing 747 Connecticut jobs at People's United Bank, or 13.3% of its workforce, as part of a merger between the two entities. Around 661 of the layoffs will be in Bridgeport, where People's United is based, while 42 will be from the Hartford area, according to the federal Worker Adjustment and Retraining Notification.

The merger is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals including approval of Board of Governors of the Federal Reserve System, receipt of tax opinion that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, approval by the shareholders of each company, S-4 shall have become effective, and shares that shall be issuable pursuant to the agreement shall have been authorized for listing on the NYSE. The merger has been unanimously approved by the boards of directors of both M&T Bank and People's United Financial. On May 25, 2021, the transaction has been approved by shareholders of People's United and M&T at their respective special meetings of shareholders. As of October 21, 2021, M&T has received approval from the New York State Department of Financial Services and the Connecticut Department of Banking to complete the merger. As of February 18, 2022, approval by the Board of Governors of the Federal Reserve System is the outstanding regulatory approval required to complete the merger. The parties agreed to extend their merger agreement termination date from February 21, 2022 to June 1, 2022. On March 4, 2022, M&T received regulatory approval from the Board of Governors of the Federal Reserve System. No further regulatory approvals are required. The merger is expected to close in the fourth quarter of 2021. As of March 7, 2022, the closing is expected to occur on or about April 1, 2022. M&T expects the transaction to be immediately accretive to its tangible book value per share. It is further expected that the transaction will be 10-12% accretive to M&T's earnings per share in 2023, reflecting estimated annual cost synergies of approximately $330 million. The transaction is expected to be capital neutral.

Lazard Frères & Co. LLC acted as fairness opinion provider and financial advisor and Rodge Cohen, Mark Menting, Marc Treviño, Heather Coleman, Ron Creamer, Mehdi Ansari, and Andrea Tokheim of Sullivan & Cromwell LLP acted as legal advisors to M&T. Keefe, Bruyette, & Woods, Inc. and J.P. Morgan Securities LLC acted as fairness opinion providers and financial advisors and Lee A. Meyerson, Sebastian Tiller, Spencer Sloan, Adam J. Cohen, Jeannine McSweeney, and Jonathan Goldstein of Simpson Thacher & Bartlett LLP acted as legal advisor to People's United Financial. Computershare Trust Company, Inc acted as the transfer agent to M&T Bank. D.F. King & Co., Inc. acted as proxy solicitor to People's United Financial at a fee of $20,000. Georgeson LLC acted as proxy solicitor to M&T Bank at a fee of $15,000. People's United will pay J.P. Morgan a fee of $20 million, $3 million of which became payable upon the delivery of J.P. Morgan's opinion and the remainder of which will become payable only upon consummation of the transaction. People's United agreed to pay KBW a total cash fee equal to $34 million, $4 million of which became payable to KBW at the announcement of the transaction and the balance of which is contingent upon the closing of the merger. In connection with Lazard's services as financial advisor to M&T, M&T has agreed to pay Lazard an aggregate fee for such services of $20 million, $4 million of which became payable upon the rendering of Lazard's opinion and the remainder of which is contingent upon the consummation of the transaction. M&T may also, in its sole discretion, pay Lazard up to an additional $3 million upon the consummation of the transaction

M&T Bank Corporation (NYSE:MTB) completed the acquisition of People's United Financial, Inc. (NasdaqGS:PBCT) on April 1, 2022. The transaction is valued at $8.3 billion. The combined company employs more than 22,000 people and has a network of over 1,000 branches and 2,200 ATMs that span 12 states from Maine to Virginia and Washington, D.C. Following completion, clients of People's United will continue to be served through its current branches, websites, mobile apps, financial advisors and relationship managers until its brand and systems are fully converted to M&T's, which is expected to occur in the third quarter of 2022. People's United former branches and most services will operate as the People's United division of M&T Bank until integration of its systems is completed later in 2022. People's United common stock no longer trades on the NASDAQ after April 1, 2022.