This summary highlights selected information from this proxy statement/prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire document and the other documents we refer you to for a more complete understanding of the merger between M&T and Wilmington Trust. In addition, we incorporate by reference into this proxy statement/prospectus important business and financial information about M&T and Wilmington Trust. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” on Page [ ]. Each item in this summary includes a page reference directing you to a more complete description of that item. Unless otherwise indicated in this proxy statement/prospectus or the context otherwise requires, all references in the proxy statement/prospectus to “M&T,” “we,” “our” or “us” refer to M&T Bank Corporation. All references to “the Company” or to “Wilmington Trust” refer to Wilmington Trust Corporation.

 

We Propose a Merger of Wilmington Trust and Merger Sub (Page [ ])

 

We propose that Merger Sub, a wholly owned direct subsidiary of M&T, will merge with and into Wilmington Trust, with Wilmington Trust as the surviving corporation. Upon completion of the merger, Wilmington Trust will become a wholly owned subsidiary of M&T, and Wilmington Trust common stock will no longer be publicly traded. We currently expect to complete the merger by mid-year 2011, subject to the receipt of regulatory approvals and other customary closing conditions.

 

In the Merger, Wilmington Trust Common Stockholders Will Have a Right to Receive 0.051372 of a Share of M&T Common Stock per Share of Wilmington Trust Common Stock (Page [ ])

 

Under the terms of the merger agreement, Wilmington Trust common stockholders will have the right to receive 0.051372 of a share of M&T common stock for each share of Wilmington Trust common stock held immediately prior to the merger. M&T will not issue any fractional shares of M&T common stock in the merger. Wilmington Trust common stockholders who would otherwise be entitled to a fractional share of M&T common stock will instead receive a payment of cash in lieu of such fractional share.

 

What Holders of Wilmington Trust Stock Options and Stock Based Awards Will Receive (Page [ ])

 

Under the terms of the merger agreement, upon completion of the merger, all outstanding and unexercised employee and director options to purchase shares of Wilmington Trust common stock (whether vested or unvested) will, by virtue of the merger, be cancelled and cease to exist and no payment will be made on such options.

 

Under the terms of the merger agreement, each share of restricted stock that is outstanding immediately prior to the merger and each other right of any kind to receive shares of Wilmington Trust common stock (other than stock options) granted under Wilmington Trust’s stock plans will, subject to applicable law and otherwise subject to the terms of the applicable stock award or plan, fully vest and, upon completion of the merger, be converted into the right to receive the merger consideration. The foregoing applies to shares issued under Wilmington Trust’s 1996 Long-Term Incentive Plan, 1999 Long-Term Incentive Plan, 1999 Executive Incentive Plan, Amended and Restated 2002 Long-Term Incentive Plan, 2001 Non-Employee Directors’ Stock Option Plan, 2004 Executive Incentive Plan, Amended and Restated 2005 Long-Term Incentive Plan, Amended and Restated Directors’ Deferred Fee Plan, 2009 Executive Incentive Plan, and 2009 Long-Term Incentive Plan.

 

The Merger Is Intended to Be Taxable to Wilmington Trust Common Stockholders as to the Shares of M&T Common Stock They Receive (Page [ ])

 

The merger generally will be a taxable transaction to you, and you will generally recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the value of the M&T common stock plus the amount of any cash received in lieu of fractional shares of M&T common stock and (ii) your adjusted tax basis in the shares of Wilmington Trust common stock exchanged in the merger.

The United States federal income tax consequences described above may not apply to all holders of Wilmington Trust common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

 

Wilmington Trust’s Board of Directors Unanimously Recommends that Wilmington Trust Stockholders Vote “FOR” Adoption of the Merger Agreement (Page [ ])

 

Wilmington Trust’s Board of Directors has unanimously declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommends that Wilmington Trust common stockholders vote “FOR” the adoption of the merger agreement, and “FOR” the approval of the adjournment, postponement or continuation of the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

 

In concluding that the merger is advisable and recommending that Wilmington Trust’s stockholders adopt the merger agreement, Wilmington Trust’s Board of Directors considered numerous factors, including, among others, the following:

 

 

For more information concerning the background of the merger, the recommendation of Wilmington Trust’s Board of Directors and the reasons for the merger and the recommendation, please see the discussions under “The Merger — Background of the Merger” and “The Merger — Wilmington Trust’s Reasons for the Merger; Recommendation of Wilmington Trust’s Board of Directors,” commencing on Page [ ] and Page [ ], respectively.

 

Opinions of Wilmington Trust’s Financial Advisors (Page [ ])

 

Each of Lazard Frères & Co. LLC, or Lazard, and Morgan Stanley & Co. Incorporated, or Morgan Stanley, rendered its oral opinion, subsequently confirmed in writing, to Wilmington Trust’s Board of Directors that, as of October 31, 2010 and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in their respective written opinions, the exchange ratio was fair from a financial point of view to the holders of shares of Wilmington Trust common stock.

 

The full text of the written opinions of Lazard and Morgan Stanley, both dated October 31, 2010, which set forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each opinion, are included in this proxy statement/prospectus as Annex B and Annex C, respectively. Lazard and Morgan Stanley provided their respective opinions for the information and assistance

of Wilmington Trust’s Board of Directors for purposes of its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, of the exchange ratio to the holders of Wilmington Trust common stock. Neither Lazard’s opinion nor Morgan Stanley’s opinion constitutes a recommendation to any holder of Wilmington Trust common stock as to how any such holder should vote or act with respect to the merger, any related matter or any other matter. In addition, neither Lazard nor Morgan Stanley was requested to opine as to, and neither opinion in any manner addresses, Wilmington Trust’s underlying business decision to proceed with or effect the merger.

 

For further information, please see the discussion under the caption “The Merger — Opinions of Wilmington Trust’s Financial Advisors,” commencing on Page [ ].

 

Wilmington Trust’s Directors and Executive Officers May Have Interests in the Merger that Differ from Your Interests (Page [ ])

 

In considering the information contained in this proxy statement/prospectus, you should be aware that Wilmington Trust’s executive officers and directors may have financial interests in the merger that are different from, or in addition to, the interests of Wilmington Trust stockholders. These additional interests of Wilmington Trust’s executive officers and directors may create potential conflicts of interest and cause these persons to view the proposed transaction differently than you may view it as a stockholder.

 

Wilmington Trust’s Board of Directors was aware of these interests and took them into account, among other matters, in its decision to approve the merger agreement and the transactions contemplated thereby, including the merger. For information concerning these interests, please see the discussion under the caption “The Merger — Interests of Wilmington Trust’s Directors and Executive Officers in the Merger,” commencing on Page [ ].

 

For further information as to the special meeting and the proxy solicited by Wilmington Trust’s Board of Directors for purposes of the special meeting, please see the discussion under the caption “Questions and Answers about the Merger and Special Meeting” and “The Merger — Interests of Wilmington Trust’s Directors and Executive Officers in the Merger,” commencing on Pages [ ] and [ ], respectively.

 

Comparative Market Prices of Securities (Page [ ])

 

M&T common stock and Wilmington Trust common stock are listed on the New York Stock Exchange, or NYSE, under the symbols “MTB” and “WL,” respectively. The following table presents the closing prices of M&T common stock and Wilmington Trust common stock on October 29, 2010, the trading day used to calculate the exchange ratio of 0.051372, and on [          ], the last practicable date before our printing of this proxy statement/prospectus. The table also presents the implied value of the merger consideration proposed for each share of Wilmington Trust common stock on those dates, as determined by multiplying the closing price of M&T common stock on those dates by the exchange ratio of 0.051372 provided for in the merger agreement, and assuming no adjustment.

 

 

For each share of your Wilmington Trust common stock, you will receive 0.051372 of a share of M&T common stock. The market prices of both M&T common stock and Wilmington Trust common stock will fluctuate prior to the merger. You should obtain current stock price quotations for M&T common stock and Wilmington Trust common stock. You can get these quotations from a newspaper, on the Internet or by calling your broker.

Dividends (Page [ ])

 

The payment, timing and amount of dividends by M&T or Wilmington Trust on their common stock in the future, either before or after the merger is completed, are subject to the determination of the respective M&T and Wilmington Trust Boards of Directors and depend on cash requirements, the financial condition and earnings of M&T and Wilmington Trust, legal and regulatory considerations and other factors.

 

The Merger Will Be Accounted for as a “Business Combination” (Page [ ])

 

The merger will be treated as a “business combination” using the acquisition method of accounting with M&T treated as the acquirer under generally accepted accounting principles, or GAAP.

 

Special Meeting of Wilmington Trust Common Stockholders (Page [ ])

 

Wilmington Trust plans to hold its special meeting of common stockholders on [          ], at [     ] local time, at [     ], Wilmington, Delaware. At the special meeting you will be asked to adopt the merger agreement, and to adjourn, postpone or continue the special meeting, if necessary, to solicit additional proxies in favor of the merger agreement.

 

You can vote at the Wilmington Trust special meeting of common stockholders if you owned Wilmington Trust common stock at the close of business on [          ]. As of that date, there were approximately [          ] shares of Wilmington Trust common stock outstanding and entitled to vote, approximately [          ] of which, or [     ]%, were owned beneficially or of record by directors and officers of Wilmington Trust. You can cast one vote for each share of Wilmington Trust common stock that you owned on that date.

 

Wilmington Trust Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger (Page [ ])

 

Under applicable Delaware law, the holders of Wilmington Trust common stock are not entitled to any dissenters’ rights of appraisal in connection with the merger.

 

The Merger Requires the Approval of Holders of a Majority of Outstanding Shares (Page [ ])

 

The merger agreement must be adopted by the holders of a majority of the outstanding shares of Wilmington Trust common stock entitled to vote on the matter. The holder of Wilmington Trust’s preferred stock is not entitled to and is not being requested to vote at the Wilmington Trust special meeting. Wilmington Trust is calling a special meeting of the common stockholders to consider and vote on the proposal to adopt the merger agreement. Wilmington Trust’s Board of Directors has fixed the close of business on [          ] as the record date for determining the Wilmington Trust common stockholders entitled to receive notice of and to vote at the special meeting. As of that date, Wilmington Trust directors and executive officers and their affiliates beneficially owned approximately [          ], or [     ]%, of the shares entitled to vote at the Wilmington Trust special meeting.

 

Conditions That Must Be Satisfied or Waived for the Merger to Occur (Page [ ])

 

Currently, we expect to complete the merger by mid-year 2011. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

 

 

 

Each of M&T’s and Merger Sub’s obligations to complete the merger is also separately subject to the satisfaction or waiver of the following condition:

 

 

We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

 

Termination of the Merger Agreement (Page [ ])

 

The merger agreement can be terminated at any time prior to completion by mutual consent in a written instrument, if authorized by each of M&T’s and Wilmington Trust’s Boards of Directors, or by either party in the following circumstances:

 

 

In addition, M&T may terminate the merger agreement if:

 

 

Effect of Termination.  If the merger agreement is terminated, it will become void, and there will be no liability on the part of M&T or Wilmington Trust, except that (a) both M&T and Wilmington Trust will remain liable

for any knowing breach of the merger agreement and (b) designated provisions of the merger agreement, including with respect to the payment of fees and expenses and the confidential treatment of information, will survive the termination.

 

Termination Fee (Page [ ])

 

If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by Wilmington Trust’s Board of Directors, Wilmington Trust will be required to pay M&T a termination fee of $30 million. The termination fee could discourage other companies from seeking to acquire or merge with Wilmington Trust.

 

Regulatory Approvals Required for the Merger (Page [ ])

 

Each of M&T and Wilmington Trust has agreed to use its commercially reasonable efforts to obtain all regulatory approvals required to complete the merger and the other transactions contemplated by the merger agreement. These approvals include approval from the Federal Reserve Board, the New York State Banking Department and the Office of the State Bank Commissioner of the State of Delaware, among others. M&T and Wilmington Trust have filed, or are in the process of filing, applications and notifications to obtain the required regulatory approvals. Although we do not know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

 

The Rights of Wilmington Trust Common Stockholders Following the Merger Will Be Different (Page [ ])

 

The rights of M&T common stockholders are governed by New York law and by M&T’s restated certificate of incorporation and amended and restated bylaws. The rights of Wilmington Trust common stockholders are governed by Delaware law, and by Wilmington Trust’s restated certificate of incorporation and amended and restated bylaws. Upon the completion of the merger, the rights of Wilmington Trust common stockholders will be governed by New York law, M&T’s restated certificate of incorporation and amended and restated bylaws.

 

The Parties to the Merger (Page [ ])

 

M&T Bank Corporation

One M&T Plaza

Buffalo, New York 14203

(716) 842-5445

 

M&T is a New York business corporation which is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and under Article III-A of the New York Banking Law. M&T was incorporated in November 1969. As of September 30, 2010, M&T and its subsidiaries had consolidated total assets of approximately $68.2 billion, deposits of approximately $48.7 billion and stockholders’ equity of approximately $8.2 billion. M&T had 12,837 full-time-equivalent employees at September 30, 2010.

 

MTB One, Inc.

One M&T Plaza

Buffalo, New York 14203

(716) 842-5445

 

MTB One, Inc., which we refer to herein as Merger Sub, is a Delaware corporation and a newly formed wholly owned subsidiary of M&T. Merger Sub was formed in connection with and for the purposes of the merger by M&T.

 

Wilmington Trust Corporation

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

(302) 651-1000

Wilmington Trust is a financial services holding company that provides regional banking services throughout the mid-Atlantic region, and, as of September 30, 2010, Wealth Advisory services to high-net worth clients in 33 countries, and Corporate Client services to institutional clients in 86 countries. Its wholly owned bank subsidiary, Wilmington Trust Company, which was founded in 1903, is one of the largest personal trust providers in the United States and the leading retail and commercial bank in Delaware. As of September 30, 2010, Wilmington Trust and its subsidiaries had consolidated total assets of approximately $10.4 billion, deposits of approximately $8.3 billion and stockholders’ equity of approximately $1.1 billion. Wilmington Trust had 2,796 full-time-equivalent staff members at September 30, 2010.

 

On November 5, 2010, M&T Bank, M&T’s principal banking subsidiary, entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation, or the FDIC, to assume all of the deposits of K Bank, a Maryland state bank, except certain brokered deposits. M&T Bank did not pay the FDIC a premium for the deposits of K Bank. In addition to assuming all of the deposits of the failed bank, M&T Bank agreed to purchase approximately $410.8 million of K Bank’s assets. The FDIC and M&T Bank entered into a loss-sharing agreement with respect to $289 million of K Bank’s assets, pursuant to which M&T Bank will share in the losses on the asset pools covered under the loss-share agreement.

UNAUDITED COMPARATIVE PER COMMON SHARE DATA

 

The following table sets forth certain historical, pro forma and pro forma per equivalent share financial information for M&T and Wilmington Trust. The historical information is based on historical financial information and related notes that M&T and Wilmington Trust have presented in their prior filings with the SEC. You should read the financial information provided in the following table together with this historical financial information and related notes. The historical financial information is also incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information” on Page [ ] for a description of where you can find this historical information. See also “Recent Developments” on Page [ ]. The pro forma and pro forma per equivalent share information give effect to the merger as if the merger had been effective on the date presented in the case of the book value data, and as if the merger had been effective as of January 1, 2009 in the case of the earnings per share and the cash dividends data. The pro forma data in the table assumes that the merger is accounted for using the acquisition method of accounting treating M&T as the acquirer and is derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of M&T and Wilmington Trust, which are incorporated in this document by reference. The pro forma data combine the historical results of Wilmington Trust into M&T’s consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair valuation adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on January 1, 2009. The pro forma adjustments made are subject to change as additional information becomes available and as additional analyses are performed. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors, nor the impact of possible business model changes. As a result, the pro forma results are not necessarily indicative of what would have occurred had the acquisition taken place on the assumed dates, nor do they represent an attempt to predict or suggest future results.

 

 

 

 

Selected Consolidated Historical Financial Data of M&T

 

The following table summarizes financial results achieved by M&T for the periods and at the dates indicated and should be read in conjunction with M&T’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that M&T has previously filed with the SEC. Historical financial information for M&T can be found in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009. See “Where You Can Find More Information” on Page [ ] for instructions on how to obtain the information that has been incorporated by reference. See also “Recent Developments” on Page [ ]. Financial amounts as of and for the nine months ended September 30, 2010 and 2009 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), but management of M&T believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the nine months ended September 30, 2010 and 2009 indicate results for any future period.

 

 

Selected Consolidated Historical Financial Data of Wilmington Trust

 

The following table summarizes financial results achieved by Wilmington Trust for the periods and at the dates indicated and should be read in conjunction with Wilmington Trust’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that Wilmington Trust has previously filed with the SEC. Historical financial information for Wilmington Trust can be found in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009. See “Where You Can Find More Information” on Page [ ] for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2010 and 2009 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), but management of Wilmington Trust believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the nine months ended September 30, 2010 and 2009 indicate results for any future period.