SUMMARY

This summary highlights selected information from this proxy statement/prospectus—information statement and may not contain all of the information that is important to you. For a more complete description of the terms of the investment agreement, the other transaction agreements and the transactions contemplated thereby, you should carefully read this entire proxy statement/prospectus—information statement and the other documents to which we refer you, including in particular the copies of the investment agreement, the separation agreement, the tax allocation agreement and the forms of the shareholders agreement and the stock purchase right agreement that are attached to this proxy statement/prospectus—information statement as Annexes A, B, C, D and E, respectively. See “Where You Can Find More Information” beginning on page 419.

This proxy statement/prospectus—information statement is:

All information contained or incorporated by reference in this prospectus statement/prospectus—information statement about Marshall & Ilsley Corporation and New M&I Corporation has been provided by Marshall & Ilsley Corporation and all information contained or incorporated by reference in this proxy statement/prospectus—information statement about Metavante Corporation and Metavante Holding Company has been provided by Metavante Corporation.

The Business Entities (see page 59)

Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

(414) 765-7700

(www.micorp.com)

Marshall & Ilsley Corporation (NYSE: MI), a Wisconsin corporation, is a diversified financial services corporation with approximately $58.3 billion in assets. We refer to the business of Marshall & Ilsley, excluding Metavante’s business, as “Marshall & Ilsley’s banking business”. As described below, following completion of the transactions described herein, Marshall & Ilsley will continue to own and operate Marshall & Ilsley’s banking business, but will be a subsidiary of a new publicly-traded company, New M&I Corporation, which will change its name to “Marshall & Ilsley Corporation.”

Metavante Corporation

4900 West Brown Deer Road

Milwaukee, Wisconsin 53223

(414) 357-2290

(www.metavante.com)

Metavante Corporation, a Wisconsin corporation, delivers banking and payments technologies to over 8,600 financial services firms and businesses worldwide. Metavante is currently a wholly-owned subsidiary of Marshall & Ilsley. We refer to Metavante Corporation as “Metavante” in this proxy statement/prospectus—information statement. As described below, following completion of the transactions, Metavante will be a direct, wholly-owned subsidiary of a new publicly-traded company, Metavante Holding Company (which is described below), and will continue to operate Metavante’s business directly or through its subsidiaries.

For the year ended December 31, 2006 and for the six months ended June 30, 2007, Metavante’s net income as a percentage of Marshall & Ilsley’s net income was 19.8% and 21.1%, respectively.

References in this proxy statement/prospectus—information statement to Metavante’s historical assets, liabilities, products, businesses or activities are generally intended to refer to the historical assets, liabilities, products, businesses or activities of Metavante as a wholly-owned subsidiary of Marshall & Ilsley prior to the transactions. Metavante’s historical financial results as part of Marshall & Ilsley contained herein do not reflect what its financial results would have been had it been operated as a subsidiary of New Metavante during the periods presented.

New M&I Corporation

c/o Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

(414) 765-7700

New M&I Corporation, a Wisconsin corporation and a direct, wholly-owned subsidiary of New Metavante, was formed by New Metavante for the purpose of completing the transactions. Following completion of the transactions, New M&I Corporation will be a separate, publicly-traded company that will own the equity of the companies that own and operate Marshall & Ilsley’s banking business. In connection with the completion of the transactions, the name of New M&I Corporation will be changed to “Marshall & Ilsley Corporation.” We refer to New M&I Corporation as “New Marshall & Ilsley” in this proxy statement/prospectus-information statement.

References in this proxy statement/prospectus—information statement to New Marshall & Ilsley’s historical assets, liabilities, products, businesses or activities are generally intended to refer to the historical assets, liabilities, products, businesses or activities of Marshall & Ilsley’s banking business prior to the transactions. The historical financial results of New Marshall & Ilsley contained in this proxy statement/prospectus—information statement do not reflect what its financial results would have been had it been operated as a stand-alone company during the periods presented.

Metavante Holding Company

c/o Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

(414) 765-7700

Metavante Holding Company, a Wisconsin corporation and currently a direct, wholly-owned subsidiary of Marshall & Ilsley, was formed by Marshall & Ilsley in March 2007 for the purpose of completing the transactions. Following completion of the transactions, New Metavante will be a separate, publicly-traded company that will own Metavante. In connection with the completion of the transactions, the name of Metavante Holding Company will be changed to Metavante Technologies, Inc. We refer to Metavante Holding Company as “New Metavante” in this proxy statement/prospectus-information statement.

References in this proxy statement/prospectus—information statement to New Metavante’s historical assets, liabilities, products, businesses or activities are generally intended to refer to the historical assets, liabilities, products, businesses or activities of Metavante as a wholly-owned subsidiary of Marshall & Ilsley prior to the transactions.

Montana Merger Sub Inc.

c/o Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

(414) 765-7700

Montana Merger Sub Inc., a Wisconsin corporation and a direct, wholly-owned subsidiary of New Metavante, was formed by New Metavante for the purpose of effecting the holding company merger. We refer to Montana Merger Sub Inc. as “Merger Sub” in this proxy statement/prospectus-information statement.

WPM, L.P.

c/o Warburg Pincus & Co.

466 Lexington Avenue

New York, New York 10017

WPM, L.P. is a Delaware limited partnership organized by Warburg Pincus Private Equity IX, L.P., a global private equity investment fund managed by Warburg Pincus LLC. We refer to WPM, L.P. as “Investor” in this proxy statement/prospectus-information statement.

Warburg Pincus Private Equity IX, L.P.

c/o Warburg Pincus & Co.

466 Lexington Avenue

New York, New York 10017

Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership, is a global private equity investment fund managed by Warburg Pincus LLC and is an affiliate of Investor. Under the investment agreement, Investor may, under certain circumstances, assign its rights under the investment agreement to Warburg Pincus Private Equity IX, L.P. or one or more successor funds each of which is controlled by Warburg Pincus LLC and/or Warburg Pincus & Co. (or a controlled affiliate of one of such entities) and is managed by Warburg Pincus LLC or its affiliates. References in this proxy statement/prospectus—information statement to the equity investment by Investor include any investment by a fund resulting from Investor’s permitted assignment under the investment agreement.

The website addresses referred to in this proxy statement/prospectus–information statement are for information only and are not intended to incorporate any information into this proxy statement/prospectus–information statement.

The Transactions (see page 59)

On April 3, 2007, Marshall & Ilsley, Merger Sub, Metavante, New Metavante and Investor entered into the investment agreement pursuant to which, among other things:

To accomplish the results described above, on the terms and subject to the conditions set forth in the investment agreement, the separation agreement, the tax allocation agreement and the employee matters agreement described below, the parties will engage in a number of transactions including:

See “—Questions and Answers About the Transactions” beginning on page 16 for a discussion of how you will receive your shares of New Marshall & Ilsley common stock and New Metavante common stock.

As a result of the completion of the transactions contemplated by the investment agreement,

The shares of New Marshall & Ilsley common stock to be issued to the holders of Marshall & Ilsley common stock will represent 100% of the outstanding shares of New Marshall & Ilsley common stock and the shares of New Metavante common stock to be issued to the holders of Marshall & Ilsley common stock will represent 75% of the shares of New Metavante common stock outstanding upon completion of the transactions.

See “The Investment Agreement” and “The Separation Agreement” beginning on pages 106 and 128, respectively. The investment agreement is attached as Annex A to this proxy statement/prospectus—information statement, and the separation agreement is attached as Annex B to this proxy statement/prospectus—information statement and each of them is incorporated by reference into this proxy statement/prospectus—information statement. When we refer to the investment agreement and the separation agreement, we mean such agreements as amended or supplemented from time to time. We urge you to read the investment agreement and the separation agreement carefully to understand the rights and obligations of the parties with respect to the transactions, as they are the principal legal documents that govern the transactions.

There are Additional Agreements that Govern Matters Relating to Effecting the Transactions and the Relationship of New Marshall & Ilsley and New Metavante and New Metavante and Investor after the Transactions (see page 133)

In addition to the investment agreement and separation agreement, Marshall & Ilsley, New Marshall & Ilsley, Metavante and New Metavante have entered into various agreements that will govern the New Marshall & Ilsley share distribution and various interim and ongoing relationships among them, including, among others:

You should read the tax allocation agreement, which is described in this proxy statement/prospectus—information statement under “Additional Agreements Relating to the New Marshall & Ilsley Share Distribution—Tax Allocation Agreement” and is attached as Annex C to this proxy statement/prospectus—information statement and incorporated by reference into this proxy statement/prospectus—information statement and the employee matters agreement, which is described in this proxy statement/prospectus—information statement under “Additional Agreements Relating to the New Marshall & Ilsley Share Distribution—Employee Matters Agreement,” and is filed as an exhibit to the registration statement of which this proxy statement/prospectus—information statement is a part and is incorporated by reference into this proxy statement/prospectus—information statement. When we refer to the tax allocation agreement and the employee matters agreement, we mean such agreements as amended or supplemented from time to time.

In addition to the employee matters agreement and the tax allocation agreement, the Marshall & Ilsley parties and the Metavante parties have entered into, or will enter into prior to the closing of the transactions, agreements providing for the provision of certain services following the closing of the transactions. These agreements relate to, among other things, certain administrative, trust, technology outsourcing, leasing, marketing and other similar services.

In addition to the investment agreement, New Metavante and Investor will enter into various agreements that will govern ongoing relationships between them, including:

You should read about the shareholders agreement and the stock purchase right agreement, each of which is described in this proxy statement/prospectus—information statement under “Additional Agreements Relating to the Transactions—Shareholders Agreement,” and “Additional Agreements Relating to the Transactions—Stock Purchase Right Agreement,” respectively. The shareholders agreement and the stock purchase right agreement will be in substantially the forms attached hereto as Annex D and Annex E, respectively, to this proxy statement/prospectus—information statement, such forms are hereby incorporated by reference into this proxy statement/prospectus—information statement. When we refer to the shareholders agreement and the stock purchase right agreement, we mean such agreements in substantially the form attached hereto and as amended or supplemented from time to time.

No Taxable Gain or Loss Will Be Recognized by Marshall & Ilsley Shareholders (Except with Respect to Cash Received in Lieu of Fractional Shares) or by New Metavante as a Result of the Holding Company Merger and the New Marshall & Ilsley Share Distribution (see page 102)

The obligations of Investor, Marshall & Ilsley, Metavante and New Metavante to effect the transactions under the investment agreement are conditioned upon the receipt of (i) a private letter ruling from the Internal Revenue Service (which ruling was received on September 12, 2007) to the effect that (a) the holding company merger and the Marshall & Ilsley LLC conversion (as described under “The Transactions—Description of the Transactions—Timing and Structure of the Transactions” beginning on page 61) qualify as a reorganization under Section 368(a) of the Internal Revenue Code and (b) the Marshall & Ilsley contribution (as described under “The Transactions—Description of the Transactions—Timing and Structure of the Transactions” beginning on page 61) and the New Marshall & Ilsley share distribution qualify as a reorganization under Section 368(a)(1)(D) of the Internal Revenue Code and a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Internal Revenue Code and (ii) with respect to certain requirements for tax-free treatment under Section 355 of the Internal Revenue Code on which the Internal Revenue Service will not rule, an opinion of Sidley Austin LLP, which we refer to as “Sidley Austin”, counsel to Marshall & Ilsley (or another law firm of national standing), to the effect that such requirements will be satisfied. None of Investor, Marshall & Ilsley, Metavante or New Metavante intends to waive these conditions.

Sidley Austin, counsel to Marshall & Ilsley, is of the opinion that, for federal income tax purposes:

For a more detailed description of the opinion of Sidley Austin, including the assumptions upon which the opinion is based, and the material U.S. federal income tax consequences of the transactions contemplated by the investment agreement, see “Material U.S. Federal Income Tax Consequences of the Holding Company Merger, the New Marshall & Ilsley Share Distribution and Related Transactions” beginning on page 102.

Due to Variances Between the Articles of Incorporation and Other Corporate Documents of Marshall & Ilsley, New Marshall & Ilsley and New Metavante, Differences Exist Between the Rights of Marshall & Ilsley Shareholders, New Marshall & Ilsley Shareholders and New Metavante Shareholders (see page 391)

The rights of Marshall & Ilsley shareholders under Marshall & Ilsley’s corporate documents prior to the transactions will be different from the rights of New Metavante shareholders and New Marshall & Ilsley shareholders under their respective corporate documents following the transactions.

The Composition of the Board of Directors of New Metavante as of the Closing Will Be Determined Pursuant to the Investment Agreement and the Shareholders Agreement (see pages 106 and 141)

The investment agreement and the shareholders agreement provide that upon completion of the transactions, the New Metavante board of directors will consist of 11 individuals, including (i) three directors designated by Investor, (ii) two directors who shall be officers of Metavante, one of whom shall be the President and Chief Executive Officer of Metavante and one of whom shall be the Senior Executive Vice President and Chief Operating Officer of Metavante, (iii) one director who shall be designated by Marshall & Ilsley and shall initially be Dennis J. Kuester and (iv) five additional directors selected by Marshall & Ilsley after consulting with the President and Chief Executive Officer of Metavante and with the consent of Investor (which consent will not be unreasonably withheld or delayed), each of whom shall qualify as independent of Metavante under the rules of the New York Stock Exchange and one of whom shall be a director of Marshall & Ilsley, who will be Ted D. Kellner.

The shareholders agreement provides that the Chairman of the Board of New Metavante will be Dennis J. Kuester for a period of one year from the closing and that if Dennis J. Kuester is unable to serve during such one-year period, or after such one-year period, Frank R. Martire will, subject to the approval of the board of directors of New Metavante, succeed Dennis J. Kuester as Chairman of the Board of New Metavante.

The investment agreement provides that the President and Chief Executive Officer of New Metavante upon completion of the transactions will be Frank R. Martire.

The Shareholders Agreement Contains Restrictions on Investor’s Ability to Dispose of or Acquire New Metavante Common Stock

The shareholders agreement provides that, prior to the first anniversary of the closing date, Investor and certain of its affiliates will not, directly or indirectly, transfer or otherwise dispose of any shares of New

Metavante common stock, subject to certain exceptions set forth in the shareholders agreement, including in connection with specified change in control transactions with respect to New Metavante and in any transaction approved by a majority of the directors that are independent directors under the rules of the New York Stock Exchange and who are not Investor designees.

The shareholders agreement also provides that, following the first anniversary of the closing date and prior to the second anniversary of the closing date, Investor and certain of its affiliates will not, directly or indirectly, dispose of any shares of New Metavante common stock, subject to certain exceptions set forth in the shareholders agreement, if following such disposition, Investor and certain of its affiliates in the aggregate own at least 17.5% of the combined voting power of New Metavante common stock entitled to vote in the election of directors. After the second anniversary of the closing date, Investor will not be restricted by the shareholders agreement from disposing of its shares of New Metavante common stock.

Unless specifically requested in writing in advance by the New Metavante board of directors, the shareholders agreement also generally prohibits Investor from acquiring additional New Metavante securities if Investor’s ownership percentage of New Metavante’s common stock would exceed 40% and from taking certain actions to otherwise control New Metavante. These restrictions terminate on the earliest of (i) the two year anniversary of the closing date, (ii) the date on which any Investor designee is not elected to the board of directors of New Metavante and is not otherwise appointed to the board of directors, and (iii) the date of a change of control of New Metavante.

Completion of the Transactions Is Subject to the Satisfaction or Waiver of a Number of Conditions (see page 121)

The obligation of each party to the investment agreement to complete the transactions under the investment agreement that are to occur on the closing date is subject to the satisfaction or waiver of specified conditions set forth in the investment agreement, including, among others:

Each of Marshall & Ilsley and Investor may waive, at its sole discretion, any of the conditions to its respective obligations to complete the transactions under the investment agreement. Marshall & Ilsley does not currently intend to waive any such conditions. If Marshall & Ilsley or Investor waives any of the conditions to its respective obligations to complete the transactions contemplated by the investment agreement that Marshall & Ilsley deems to be material, Marshall & Ilsley intends to amend or supplement this proxy statement/prospectus—information statement and distribute such amended or supplemented materials to its shareholders and resolicit their proxies.

How the Investment Agreement May Be Terminated by Marshall & Ilsley or Investor (see page 124)

Termination by Marshall & Ilsley or Investor

As described under “The Investment Agreement—Termination of the Investment Agreement,” either Marshall & Ilsley or Investor may terminate the investment agreement at any time prior to the closing if:

Termination by Marshall & Ilsley

As described under “The Investment Agreement—Termination of the Investment Agreement,” Marshall & Ilsley also may terminate the investment agreement at any time prior to the closing if:

Termination by Investor

As described under “The Investment Agreement—Termination of the Investment Agreement,” Investor also may terminate the investment agreement at any time prior to the closing if:

Termination Fees May Be Payable Under Some Circumstances (see page 125)

As described under “The Investment Agreement—Effect of Termination; Termination Fees,” Marshall & Ilsley has, subject to certain specified conditions, agreed to pay Investor a termination fee of:

As described under “The Investment Agreement—Effect of Termination; Termination Fees—Termination Fees,” Investor has agreed to pay Marshall & Ilsley a termination fee of $75 million if under specified circumstances the investment agreement is terminated by Marshall & Ilsley as a result of intentional breaches of the investment agreement by Investor such that certain closing conditions are not capable of being satisfied on or before April 4, 2008.

Debt Financing (see page 146)

In connection with the transactions, New Metavante and/or one or more of its subsidiaries will incur approximately $1.75 billion of indebtedness pursuant to a term loan. New Metavante will use all of the proceeds from the sale of the Class A common stock to Investor and the proceeds from debt incurred by New Metavante and/or one or more of its subsidiaries under the term loan in order to (i) repay certain intercompany indebtedness

plus accrued and unpaid interest to the closing date owed by Metavante to Marshall & Ilsley (the amount currently owed is approximately $982 million), (ii) contribute to New Marshall & Ilsley $1.665 billion in cash and (iii) pay expenses relating to the transactions. In addition, New Metavante and/or one or more of its subsidiaries will enter into a revolving credit facility that will provide for borrowing of up to $250 million to provide funds after the closing date for working capital, capital expenditures and general corporate purposes. The term loan facility and the revolving credit facility are both expected to be provided pursuant to and in accordance with the terms and conditions contained in a commitment letter from JPMorgan, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Lehman Brothers Commercial Bank, Lehman Commercial Paper Inc., Lehman Brothers Inc., and Baird Financial Corporation, and certain of their respective affiliates.

Marshall & Ilsley Shareholder Approval Is a Condition to the Completion of the Transactions and Is Required to Adjourn the Special Meeting (see page 121)

Approval and adoption of the investment agreement and the transactions contemplated by the investment agreement, including the holding company merger and the New Metavante share issuance, by the affirmative vote of a majority of the outstanding shares of Marshall & Ilsley common stock is a condition to completion of the transactions.

Any adjournments of the special meeting by vote of shareholders for the purpose of soliciting additional proxies or for any other purpose must be approved by the affirmative vote of a majority of the shares represented at the special meeting.

At the close of business on the Marshall & Ilsley special meeting record date, Marshall & Ilsley directors and executive officers as a group owned and were entitled to vote 10,133,196 shares of Marshall & Ilsley common stock, representing approximately 3.8% of the outstanding voting power of Marshall & Ilsley common stock. All of the directors and executive officers of Marshall & Ilsley that are entitled to vote at the Marshall & Ilsley special meeting have indicated that they currently intend to vote their shares of Marshall & Ilsley common stock in favor of approving and adopting the investment agreement and the transactions contemplated by the investment agreement. See “The Marshall & Ilsley Special Meeting of Shareholders—Share Ownership of Management and Certain Shareholders” beginning on page 58.

The Marshall & Ilsley Board Recommends the Approval and Adoption of the Investment Agreement and the Transactions Contemplated by the Investment Agreement (see page 74)

The Marshall & Ilsley Board has unanimously approved and adopted the investment agreement and determined that the investment agreement and the transactions contemplated by the investment agreement, including the holding company merger and the New Metavante share issuance, are advisable and in the best interests of Marshall & Ilsley and its shareholders and recommends that Marshall & Ilsley shareholders vote “FOR” the proposal to approve and adopt the investment agreement and the transactions contemplated by the investment agreement, including the holding company merger and the New Metavante share issuance.

Marshall & Ilsley’s Reasons for the Transactions (see page 74)

In reaching its decision to approve and adopt the investment agreement and the transactions contemplated by the investment agreement and recommend that Marshall & Ilsley shareholders approve and adopt the investment agreement and the transactions contemplated by the investment agreement, including the holding company merger and the New Metavante share issuance, the Marshall & Ilsley Board considered a variety of factors weighing in favor of the transactions, including, among others, the following:

For a more complete description of these factors and other factors considered by the Marshall & Ilsley Board, please see “The Transactions—Marshall & Ilsley’s Reasons for the Transactions; Recommendation of the Marshall & Ilsley Board.”

The Shareholders of Marshall & Ilsley, New Marshall & Ilsley and New Metavante Do Not Have Dissenters’ or Appraisal Rights in Connection with the Transactions (see page 101)

The shareholders of Marshall & Ilsley, New Metavante and New Marshall & Ilsley will not be entitled to exercise appraisal rights or to demand payment for their shares in connection with the transactions.

Valuation Letter of Financial Advisor to the Marshall & Ilsley Board (see page 82)

At a meeting of the Marshall & Ilsley Board held on April 3, 2007, JPMorgan orally provided the Marshall & Ilsley Board with its view, subsequently confirmed by delivery of a written valuation letter dated as of the same date, that as of that date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the valuation letter, the range of enterprise values of Metavante was between $3.8 billion and $4.4 billion, which would imply a range of values between approximately $515 million and $665 million for the proportionate share of Metavante represented by the number of shares of common stock of New Metavante to be purchased by Investor under the investment agreement and the number of shares of common stock of New Metavante that Investor may purchase under the stock purchase right agreement (such proportionate share of Metavante is referred to herein as the “WPM Investment”).

JP Morgan and its affiliates have in the past performed, and may continue to perform, a variety of commercial banking and investment banking services for Marshall & Ilsley and its affiliates and for Warburg Pincus and its portfolio companies, all for customary compensation. Specifically, JPMorgan has acted as a lead manager for Marshall & Ilsley’s offerings of its bank notes, senior notes and subordinated notes in 2005, as lead manager for two offerings by Marshall & Ilsley of its bank notes in 2006 and as joint remarketing agent for senior notes of Marshall & Ilsley in 2007. JPMorgan and its affiliates received fees of approximately $0.9 million, $0.5 million and $0.8 million in 2005, 2006 and the year to date in 2007, respectively, for investment banking and other services provided to Marshall & Ilsley and its affiliates unrelated to the

WPM Investment. JPMorgan and its affiliates received fees of approximately $31.2 million, $4.0 million and $71.1 million in 2005, 2006 and the year to date in 2007, respectively, for investment banking and other services provided to Warburg Pincus and its portfolio companies unrelated to the WPM Investment. Upon the consummation of the transactions contemplated by the investment agreement, JPMorgan will receive a fee from Marshall & Ilsley in the amount of $10 million for its services as Marshall & Ilsley’s financial advisor. In addition, JPMorgan and/or certain of its affiliates will be paid a one-time underwriting and syndication fee of approximately $7.9 million, subject to reduction by fees paid to other lenders participating in the syndication of the credit facility, and an annual administration fee of $150,000 by New Metavante in connection with New Metavante’s term loan facility and revolving credit facility.

The full text of the valuation letter of JPMorgan, dated April 3, 2007, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by JPMorgan in connection with its valuation, is attached to this proxy statement/prospectus—information statement as Annex F and is incorporated into this proxy statement/prospectus—information statement by reference. The summary of JPMorgan’s valuation letter included in this proxy statement/prospectus—information statement is qualified in its entirety by reference to the full text of such valuation letter. You are urged to read the valuation letter carefully and in its entirety. JPMorgan provided its valuation letter for the information and assistance of the Marshall & Ilsley Board in connection with its consideration of the transactions contemplated by the investment agreement and the other transaction agreements. The valuation letter addresses only the valuation of Metavante, on an enterprise value basis, and the implied value of the WPM Investment (as defined under “The Transactions—Valuation Letter of Financial Advisor to the Marshall & Ilsley Board”). The valuation letter does not constitute a recommendation to any shareholder of Marshall & Ilsley as to how such shareholder should vote at the special meeting with respect to the approval and adoption of the investment agreement and the transactions contemplated by the investment agreement and the other transaction agreements or any other matter and should not be relied upon by any shareholder as such.

Marshall & Ilsley Executive Officers and Directors May Have Interests in the Transactions that Are Different from, or in Addition to, the Interests of Marshall & Ilsley Shareholders Generally (see page 90)

In considering the recommendation of the Marshall & Ilsley Board to approve and adopt the investment agreement and the transactions contemplated by the investment agreement, Marshall & Ilsley shareholders should be aware that certain Marshall & Ilsley shareholders and Marshall & Ilsley’s directors and executive officers may have interests in the transactions that are different from, or in addition to, the interests of Marshall & Ilsley shareholders generally as a result of, among other things:

Completion of the Transactions Is Subject to Banking and Other Regulatory Approvals (see page 89)

The transactions may be subject to the approval of filings, notifications, reports and applications under the Bank Holding Company Act of 1956, as amended, the Change in Bank Control Act of 1978, as amended, the Home Owner’s Loan Act, and other federal or state banking laws or regulations, including, without limitation, any required approvals from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Wisconsin Department of Financial Institutions and the Missouri Division of Finance. Warburg Pincus and Marshall & Ilsley filed a waiver request from the application requirements of Section 3 of the Bank Holding Company Act with the Federal Reserve Bank of Chicago on April 9, 2007 and received the waiver on June 22, 2007. Additional waivers may be sought or other filings or applications may be made, if necessary.

The transactions may also be subject to the approval of filings, notifications, reports and applications under applicable state or federal laws or regulations and the rules and regulations of the National Association of Securities Dealers, Inc. or any other applicable regulatory authority regulating broker-dealers, investment advisors and insurance companies.

Completion of the Transactions Is Subject to Antitrust Approvals (see page 89)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the “HSR Act,” the transactions may not be completed until Notification and Report Forms have been filed by or on behalf of each of Marshall & Ilsley and Warburg Pincus Private Equity IX, L.P. with the Antitrust Division of the U.S. Department of Justice, which we refer to as the “DOJ,” and the Federal Trade Commission, which we refer to as the “FTC,” and the specified 30-day waiting period has expired or been earlier terminated. Warburg Pincus and Marshall & Ilsley each filed Notification and Report Forms with the DOJ and FTC on or prior to June 25, 2007. The applicable waiting period under the HSR Act expired on July 24, 2007. At any time before or after completion of the transactions, the DOJ, FTC or others (including states and private parties) could take action under the antitrust laws, including seeking to prevent the transactions, to rescind the transactions or to conditionally approve the transactions.

Accounting Treatment (see page 89)

Notwithstanding the legal form of the transactions, New Marshall & Ilsley will be considered the divesting entity and treated as the “accounting successor” to Marshall & Ilsley and Metavante will be considered the “accounting spinee” for financial reporting purposes in accordance with Emerging Issues Task Force, “EITF” Issue No. 02-11, “Accounting for Reverse Spinoffs.”

As a Condition to Completion of the Transactions, the New Marshall & Ilsley Common Stock and the New Metavante Common Stock Issued in the Transactions Will Each Be Approved for Listing on the New York Stock Exchange (see page 121)

It is a condition to completion of the transactions that the shares of New Metavante common stock to be issued in the holding company merger and the shares of New Marshall & Ilsley common stock to be distributed in the New Marshall & Ilsley share distribution will have been approved for listing on the New York Stock Exchange (or such other national securities exchange as New Metavante and Investor may mutually agree). New Marshall & Ilsley intends to apply to have its shares of common stock authorized for listing on the New York Stock Exchange under Marshall & Ilsley’s present symbol of “MI” and New Metavante intends to apply to have its shares of common stock authorized for listing on the New York Stock Exchange under the symbol “MV.”

The Transactions, Including the Performance of New Marshall & Ilsley and New Metavante, Involve a Number of Risks (see page 32)

There are a number of risks relating to the transactions and to the businesses of New Marshall & Ilsley and New Metavante. See “Risk Factors” beginning on page 32 of this proxy statement/prospectus—information statement for a discussion of these and other risks and see also the documents that Marshall & Ilsley has filed with the Securities and Exchange Commission, or the “SEC,” and which are incorporated by reference into this proxy statement/prospectus—information statement.

Questions and Answers About the Transactions

Selected Historical Consolidated Financial Information of Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley)

The following table sets forth selected historical consolidated financial information for Marshall & Ilsley. Notwithstanding the legal form of the transactions, New Marshall & Ilsley will be considered the divesting entity and treated as the “accounting successor” to Marshall & Ilsley for financial reporting purposes in accordance with EITF Issue No. 02-11, “Accounting for Reverse Spinoffs.” As such, the historical consolidated financial information presented below for Marshall & Ilsley (accounting predecessor to New Marshall & Ilsley) reflects historical consolidated financial information that previously has been filed with the SEC by Marshall & Ilsley. After the transactions occur, New Marshall & Ilsley will report the historical consolidated results of operations (subject to certain adjustments) of New Metavante in discontinued operations in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Pursuant to SFAS No. 144, this presentation is not permitted until the closing date.

The selected historical consolidated financial information of Marshall & Ilsley is qualified by reference to, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley)” beginning on page 161 and the consolidated financial statements and notes of Marshall & Ilsley as of December 31, 2006 and 2005 and as of June 30, 2007 and 2006, and for each of the three years in the period ended December 31, 2006 and for the three- and six-month periods ended June 30, 2007 and 2006. The results of operations information for the years ended December 31, 2006, 2005 and 2004 and the financial condition information as of December 31, 2006 and 2005 is derived from the audited consolidated financial statements of Marshall & Ilsley included elsewhere in this proxy statement/prospectus—information statement. The results of operations information for the years ended December 31, 2003 and 2002 and the financial condition information as of December 31, 2004 and 2003 are derived from the audited consolidated financial statements of Marshall & Ilsley not included in this proxy statement/prospectus—information statement. The results of operations information for the six-month periods ended June 30, 2007 and 2006 and the financial condition information as of June 30, 2007 are derived from the unaudited consolidated financial statements of Marshall & Ilsley included elsewhere in this proxy statement/prospectus—information statement. The unaudited consolidated financial statements of Marshall & Ilsley include, in Marshall & Ilsley’s management’s opinion, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the consolidated results of operations and the consolidated financial position of Marshall & Ilsley for the dates set forth in the table below. You should read the following information in conjunction with the unaudited condensed pro forma consolidated financial statements of New Marshall & Ilsley beginning on page 225. The historical consolidated financial information of Marshall & Ilsley would have been different had New Marshall & Ilsley been operated independently. The historical consolidated financial information of Marshall & Ilsley may not be a reliable indicator of future results of operations of New Marshall & Ilsley. The amounts in the table below are in thousands.

Consolidated Summary of Earnings

($000’s except share data)

Consolidated Average Balance Sheets

($000’s except share data)