TROY, Mich., July 14, 2016 /PRNewswire/ -- Talmer Bancorp,
Inc. ("Talmer") (Nasdaq: TLMR), the holding company for
Talmer Bank and Trust, announced
that shareholders have approved the merger of Talmer, and Chemical
Financial Corporation ("Chemical"), the holding company for
Chemical Bank, with over 99 percent of Talmer shares cast at the
meeting voting in favor of the merger. The merger will make
Chemical Bank the largest bank headquartered in Michigan. The
merger remains subject to Chemical shareholder approval and final
regulatory approvals. Chemical's shareholder meeting to vote
on the merger is scheduled for July
19, 2016.
"Talmer has been focused on serving the interests of its
shareholders and the communities where it operates," said
Gary Torgow, Chairman of the Talmer
Board of Directors "Talmer has delivered significant stock value
performance during this period and it has invested heavily in its
communities through jobs, loans, economic stimulus and community
initiatives."
The merger is currently valued at approximately $1.4 billion, up from $1.1
billion at the time of the announcement in January
2016. Talmer shareholders will receive 0.4725 shares of
Chemical common stock and $1.61 per
share in cash. The value of the transaction will fluctuate
based on Chemical's stock price between now and the time of their
closing.
"We are pleased that Talmer shareholders supported the board
with such overwhelming approval, and recognized this merger as a
win-win," said David T. Provost,
chairman and CEO of Talmer
Bank.
About Talmer Bancorp, Inc.
Headquartered in Troy,
Michigan, Talmer Bancorp, Inc. is the holding company for
Talmer Bank and Trust. Talmer Bank and Trust operates through branches
and lending offices in Michigan,
Ohio, Illinois, Indiana, and Nevada, and offers a full suite of commercial
and retail banking, mortgage banking, wealth management and trust
services to small and medium-sized businesses and individuals.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements with
respect to the benefits of the merger, including statements that
the merger will create new opportunities for expanded community
initiatives and the expected impact of the merger on Chemical's
future financial performance. Words such as "will," "anticipated,"
"believes," "estimated," "expected," "projected," "assumed,"
"approximately," "continued," "should," and variations of such
words and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements are subject
to risks, uncertainties and assumptions ("risk factors") that are
difficult to predict with regard to timing, extent, likelihood and
degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such
forward-looking statements. Neither Talmer nor Chemical assumes any
duty to update, amend or clarify forward-looking statements,
whether as a result of new information, future events or
otherwise.
Risk factors relating both to the merger and the integration of
Talmer into Chemical after closing include, without
limitation:
- Completion of the merger is dependent on, among other things,
receipt of regulatory approvals and receipt of Chemical shareholder
approval, the timing of which cannot be predicted with precision at
this point and which may not be received at all.
- The impact of the completion of the merger on Chemical's and
Talmer's financial statements will be affected by the timing of the
merger.
- The merger may be more expensive to complete and the
anticipated benefits, including anticipated cost savings and
strategic gains, may be significantly harder or take longer to
achieve than expected or may not be achieved in their entirety as a
result of unexpected factors or events.
- The integration of Talmer's business and operations into
Chemical, which will include conversion of Talmer's operating
systems and procedures, may take longer than anticipated or be more
costly than anticipated or have unanticipated adverse results
relating to Talmer's or Chemical's existing businesses.
- Chemical's ability to achieve anticipated results from the
merger is dependent on the state of the economic and financial
markets going forward. Specifically, in addition to other risks,
Chemical may incur more credit losses than expected and customer
and employee attrition may be greater than expected.
- The outcome of pending or threatened litigation, whether
currently existing or commencing in the future, including
litigation related to the merger.
- The effect of divestitures that may be required by regulatory
authorities in certain markets in which Chemical and Talmer
compete.
- The challenges of integrating, retaining and hiring key
personnel.
- Failure to attract new customers and retain existing customers
in the manner anticipated.
In addition, risk factors include, but are not limited to, the
risk factors described in Item 1A of each of Talmer's and
Chemical's Annual Reports on Form 10-K for the year ended
December 31, 2015. These and other
factors are representative of the risk factors that may emerge and
could cause a difference between an ultimate actual outcome and a
forward-looking statement.
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SOURCE Talmer Bancorp, Inc.