GREEN BAY, Wis. and
MANISTIQUE, Mich., April 12, 2021 /PRNewswire/ -- Nicolet
Bankshares, Inc. (NASDAQ: NCBS) ("Nicolet") and Mackinac Financial
Corporation (NASDAQ: MFNC) ("Mackinac") today jointly announced the
execution of a definitive merger agreement, pursuant to which
Nicolet will acquire Mackinac and
its wholly-owned banking subsidiary, mBank.
Based on the financial results as of December 31, 2020, the combined company will have
pro forma total assets of $6.1
billion, deposits of $5.2
billion and loans of $3.9
billion, and Mackinac would
represent approximately 25% of the combined company's year-end
assets.
Mike Daniels, President and CEO
of Nicolet National Bank said, "The
acquisition of mBank is an important step in Nicolet's planned
growth. This deal is not about expanded geographies but
rather about the characteristics of the communities we will
serve. Together, we will combine two organizations that
understand the positive impact that a strong community bank can
make. We look forward to becoming an integral part of the
Upper Peninsula and Northern
Michigan.
We want to offer two initial thoughts when it comes to the
question of what's next. First, we know that scale and
efficiencies matter in community banking today. Our customers
continue to tell and show us that convenience no longer means a
branch on every corner. Second, we understand that actions
speak louder than words. We want the communities to know that
we are committed to realizing the promise of this
acquisition. After the transaction is complete, people will
see a strong community bank focused on keeping decisions
local. We will build and expand on mBank's legacy of being a
great steward of its communities. Together, we will find the
best ways to serve to become the lead-local community bank."
Paul Tobias, Chairman and CEO of
Mackinac said, "On behalf of our
Board of Directors, I am pleased to announce our merger into the
Nicolet family. We have found a strategic partner that is a
true community bank with deep commitments to the markets we
serve. The market cultures of our respective organizations
mesh well, and the greater lending access will strengthen our value
to current and prospective customers. This deal represents a
fair transaction that unlocks shareholder value for us both."
Bob Atwell, CEO and Chairman of
Nicolet said, "Nicolet always takes the long view when it comes to
acquisitions. This deal with Mackinac represents a unique and sizeable
opportunity to expand Nicolet's franchise across a greater Northern
footprint, while at the same time, being highly accretive to
long-term shareholder value. It also opens up the possibility
for future expansion into the state of Michigan, if and when the opportunity
arises."
Kelly George, President and CEO
of mBank said, "In Nicolet, we have found a strategic partner who
shares our vision of being people-driven and
community-centric. Together, we will continue to deliver
personal and timely decisions through local bankers who are a part
of the communities we serve. Maintaining and creating strong
relationships will continue to be the value we bring to our
customers."
Transaction Information
Under the terms of the merger agreement, Mackinac shareholders will have the right to
receive 0.22 shares of Nicolet's common stock and $4.64 for
each share of common stock of Mackinac Financial
Corporation with total consideration to consist of
approximately 80% stock and 20% cash. Based upon the closing price
of Nicolet Bancshares common stock
of $84.40 on April 9, 2021, the implied per share
purchase price is $23.21, with an aggregate transaction value
of approximately $248 million.
The estimated transaction value is a 1.69 multiple of
Mackinac's tangible book value as
of December 31, 2020 and equates to approximately 18.3x
Mackinac's 2020 earnings per
share. Additional assumptions and metrics can be found in the
related Investor Presentation.
Leadership/Employee Information
Post-merger, Paul Tobias will
join the Boards of Directors of Nicolet Bankshares and Nicolet National Bank. All customer-facing
employees of Mackinac are expected
to stay on in the same capacity.
Approvals and Closing Date
The transaction has been unanimously approved by the boards of
directors of both companies. It is subject to both
Mackinac and Nicolet shareholder
approval, regulatory approvals and other customary closing
conditions and is expected to close in the third quarter of 2021.
Upon consummation of the transaction, Nicolet's existing branch at
325 W. Pine Street, Eagle River,
WI is expected to close and consolidate with continued
service out of the legacy mBank office at 400 E. Wall Street,
Eagle River, WI.
Advisors
Hovde Group, LLC provided a fairness opinion to the Board of
Directors and Bryan Cave Leighton Paisner LLP served as legal
counsel to Nicolet in this transaction. Piper
Sandler & Co. served as financial advisor and delivered a
fairness opinion to the Board of Directors of Mackinac, and Honigman LLP served as
Mackinac's legal counsel.
About Nicolet Bankshares, Inc.
Nicolet Bankshares, Inc. is the bank holding company of
Nicolet National Bank, a growing,
full-service, community bank providing services ranging from
commercial and consumer banking to wealth management and retirement
plan services. Founded in Green
Bay in 2000, Nicolet National
Bank operates branches in Northeast and Central Wisconsin and the upper peninsula of
Michigan. More information can be
found at www.nicoletbank.com.
About Mackinac Financial Corporation
Mackinac Financial Corporation is a registered bank holding
company formed under the Bank Holding Company Act of 1956 with
assets in excess of $1.5 billion and
whose common stock is traded on the NASDAQ stock market as "MFNC."
The principal subsidiary of the Corporation is mBank. Headquartered
in Manistique, Michigan, mBank has
28 branch locations; ten in the Upper Peninsula, ten in the
Northern Lower Peninsula, one in Oakland
County, Michigan, and seven in Northern Wisconsin. The Corporation's banking
services include commercial lending and treasury management
products and services geared toward small- to mid-sized businesses,
as well as a full array of personal and business deposit products
and consumer loans.
Forward Looking Statements "Safe Harbor" Statement Under the
Private Securities Litigation Reform Act of 1995
Certain statements contained in this communication, which are
not statements of historical fact, constitute forward-looking
statements within the meaning of the federal securities law. Such
statements include, but are not limited to, certain plans,
expectations, goals, projections and benefits relating to the
proposed merger between Nicolet and Mackinac, which are subject to numerous
assumptions, risks and uncertainties. Words or phrases such as
"anticipate," "believe," "aim," "can," "conclude," "continue,"
"could," "estimate," "expect," "foresee," "goal," "intend," "may,"
"might," "outlook," "possible," "plan," "predict," "project,"
"potential," "seek," "should," "target," "will," "will likely,"
"would," or the negative of these terms or other comparable
terminology, as well as similar expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements.
Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of management's control. It is possible that actual
results and outcomes may differ, possibly materially, from the
anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors disclosed in reports filed by
Nicolet and Mackinac with the SEC,
risks and uncertainties for Nicolet, Mackinac and the combined company that may
cause actual results or outcomes to differ materially from those
anticipated include, but are not limited to: (1) the possibility
that any of the anticipated benefits of the proposed merger will
not be realized or will not be realized within the expected time
period; (2) the risk that integration of Mackinac's operations with those of Nicolet
will be materially delayed or will be more costly or difficult than
expected; (3) the parties' inability to meet expectations regarding
the timing of the proposed merger; (4) changes to tax
legislation and their potential effects on the accounting for the
merger; (5) the inability to complete the proposed merger due to
the failure of Nicolet's or Mackinac's shareholders to adopt the Merger
Agreement; (6) the failure to satisfy other conditions to
completion of the proposed merger, including receipt of required
regulatory and other approvals; (7) the failure of the proposed
merger to close for any other reason; (8) diversion of
management's attention from ongoing business operations and
opportunities due to the proposed merger; (9) the challenges of
integrating and retaining key employees; (10) the effect of the
announcement of the proposed merger on Nicolet's, Mackinac's or the combined company's
respective customer and employee relationships and operating
results; (11) the possibility that the proposed merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; (12) dilution caused by Nicolet's
issuance of additional shares of Nicolet common stock in connection
with the merger; (13) the magnitude and duration of the COVID-19
pandemic and its impact on the global economy and financial market
conditions and the business, results of operations and financial
condition of Nicolet, Mackinac and
the combined company; (14) changes in consumer demand for financial
services; and (15) general competitive, economic, political and
market conditions and fluctuations. Please refer to each of
Nicolet's and Mackinac's Annual
Report on Form 10-K for the year ended December 31, 2020, as well as their other filings
with the SEC, for a more detailed discussion of risks,
uncertainties and factors that could cause actual results to differ
from those discussed in the forward-looking statements.
All forward-looking statements included in this communication
are made as of the date hereof and are based on information
available to management at that time. Except as required by law,
neither Nicolet nor Mackinac
assumes any obligation to update any forward-looking statement to
reflect events or circumstances that occur after the date the
forward-looking statements were made.
Important Information and Where to Find It
This communication relates to the proposed merger transaction
involving Nicolet and Mackinac. In
connection with the proposed merger, Nicolet and Mackinac will file a joint proxy
statement/prospectus on Form S-4 and other relevant documents
concerning the merger with the Securities and Exchange Commission
(the "SEC"). BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT NICOLET, MACKINAC AND THE PROPOSED MERGER. When
available, the joint proxy statement/prospectus will be
delivered to shareholders of Nicolet and Mackinac. Investors may obtain copies of the
joint proxy statement/prospectus and other relevant documents (as
they become available) free of charge at the SEC's
website (www.sec.gov). Copies of the documents filed with the
SEC by Nicolet will be available free of charge on Nicolet's
website at www.nicoletbank.com. Copies of the documents
filed with the SEC by Mackinac
will be available free of charge on Mackinac's website at www.bankmbank.com.
Nicolet, Mackinac and certain
of their directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Nicolet and the
shareholders of Mackinac in
connection with the proposed merger. Information about the
directors and executive officers of Nicolet and Mackinac will be included in the joint proxy
statement/prospectus for the proposed transaction filed
with the SEC. Information about the directors and executive
officers of Nicolet is also included in the proxy statement for its
2021 annual meeting of shareholders, which was filed with the SEC
on March 2, 2021. Information
about the directors and executive officers of Mackinac is also included in the proxy
statement for its 2020 annual meeting of shareholders, which was
filed with the SEC on April 22,
2020. Additional information regarding the interests of such
participants and other persons who may be deemed participants in
the transaction will be included in the joint proxy
statement/prospectus and the other relevant documents filed with
the SEC when they become available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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SOURCE Nicolet Bankshares, Inc.