Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet”) and County
Bancorp, Inc., (NASDAQ: ICBK) (“County”) today jointly announced
the execution of a definitive merger agreement pursuant to which
Nicolet will acquire County and its wholly-owned banking
subsidiary, Investors Community Bank (“Investors”).
Based on the financial results as of March 31, 2021, the
combined company will have pro forma total assets of $7.5 billion,
deposits of $6.3 billion, and loans of $4.9 billion, inclusive of
Nicolet’s prior acquisition announcement of Mackinac Financial
Corporation on April 12, 2021.
Mike Daniels, President and CEO of Nicolet, said, “We are
excited about the potential of combining Nicolet and Investors to
serve our customers and communities. Our collective
founder-entrepreneurial mindset makes for a distinctive culture
that resonates with our employees and customers.
One of the goals of every acquisition is to find better ways to
serve communities. This partnership is an intentional, strategic
move to become the premier agriculture lender throughout Wisconsin.
We are excited about adding the expertise and specialized knowledge
of the banking team from Investors, who, like our current
agriculture lenders, have boots in the driveways. Long term,
combining our operations will create a stronger community
bank.”
Tim Schneider, President of County, said, “Nicolet is a
like-minded partner who shares our focus on people, community, and
serving the customer. With the added scale and capital of
Nicolet, this partnership will rapidly accelerate our ability to
serve existing customers and build new relationships. I am
very optimistic about where we can go as a combined company.
Our similar cultures and values should lead to a smooth transition
for our employees and customers. We remain committed to the
markets and industries we serve, especially the dairy sector, and
above all, keeping banking local.”
Bob Atwell, Chairman of Nicolet, said, “While some could view
this as merely a market infill deal that diversifies our lending
revenue, we believe it is more accurate to say this transaction
better aligns our lending portfolio with the economic structure of
our region. Agricultural production lending has long been
underweighted in our overall loan portfolio precisely because
Investors has been so good at this core focus in agricultural
lending.”
Andy Steimle, Chairman of County, said, “This merger will create
many exciting opportunities for the combined organization by
expanding banking services to all customers. In Nicolet we
have found a strategic partner with a shared vision and long
history of supporting customers and communities. It is a
transformational partnership for County that provides the scale and
resources needed to drive increased long-term shareholder
value.”
Transaction InformationUnder the terms of the merger
agreement, Nicolet will acquire County with Nicolet being
the surviving corporation. In the merger, County shareholders have
the right to receive for each share of County common stock, at the
election of each holder and subject to proration, either cash
of $37.18 per share of County common stock or 0.48 shares of
Nicolet common stock. County shareholder elections will be prorated
to ensure the total consideration will consist of approximately 20%
cash and approximately 80% Nicolet common stock. Based
on Nicolet's closing price of $71.75 as
of June 21, 2021, the merger consideration is valued at
approximately $219 million.
The estimated transaction value is a 1.38 multiple of County's
tangible book value as of March 31, 2021 and equates to
approximately 16.6x County's 2021 estimated earnings per share.
First full year earnings (2022) per share accretion is estimated in
the mid-single digits and the tangible book value per share
dilution of 1.2% is expected to be earned back in approximately 1.4
years under the crossover method including Current Expected Credit
Loss (CECL) “Day 2” accounting treatment. Additional assumptions
and metrics can be found in the related Investor Presentation.
Nicolet will appoint a member of County’s current board of
directors to the boards of directors of Nicolet and
Nicolet National Bank upon the completion of the transaction.
Leadership/Employee Information
Post-merger, Tim Schneider will join the senior management team
at Nicolet as Senior Vice President, Agriculture Lending
Manager.
Approvals and Closing Date
The transaction has been unanimously approved by the boards of
directors of both companies. It is subject to both County and
Nicolet shareholder approval, regulatory approvals and other
customary closing conditions and is expected to close in the fourth
quarter of 2021. Upon consummation of the transaction, Investors’
existing branch at 960 Hansen Rd., Green Bay, WI is expected to
close and consolidate with continued service out of the legacy
Nicolet office at 2363 Holmgren Way, Green Bay, WI. All other
Investors’ branches are anticipated to become Nicolet branches.
Advisors
Keefe, Bruyette & Woods, A Stifel Company served as
financial advisor and provided a fairness opinion to the Board of
Directors of Nicolet, and Bryan Cave Leighton Paisner LLP served as
legal counsel to Nicolet in this
transaction. Stephens Inc. served as financial advisor and
provided a fairness opinion to the Board of Directors of County,
and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as
legal counsel to County.
Conference Call and Investor Presentation
Nicolet and County will host a joint conference call at 3:00
p.m. Central Time on June 22, 2021 to discuss the
transaction and related matters. The related slide presentation is
accessible on Nicolet’s website at nicoletbank.com under
“Investor Relations.” Interested parties may listen to the call
live via webcast by visiting nicoletbank.com and clicking on the
Investor Relations link. Investment professionals are invited to
call the toll-free number: 1-866-652-5200. The webcast
will be archived on Nicolet’s website for 90 days, and will be
accessible shortly following the call.
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 County Bancorp, Inc.County Bancorp, Inc.,
a Wisconsin corporation and registered bank holding company founded
in May 1996, and its wholly-owned subsidiary Investors Community
Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc,
Wisconsin. The state of Wisconsin is often referred to as
“America’s Dairyland,” and one of the niches County has developed
is providing financial services to agricultural businesses
statewide, with a primary focus on dairy-related lending. County
also serves business and retail customers throughout Wisconsin,
with a focus on northeastern and central Wisconsin. County’s
customers are served from its full-service locations in Manitowoc,
Appleton, Green Bay, and Stevens Point and its loan production
offices in Darlington, Eau Claire, Fond du Lac and Sheboygan. Visit
County’s Investor Relations site for
details: Investors.ICBK.com.
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 County, as well as expectations
regarding Nicolet’s proposed acquisition of Mackinac Financial
Corporation (“Mackinac”), all of 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 County with the SEC, risks and uncertainties for
Nicolet, County 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 County’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 County’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,
County’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) risks and
uncertainties relating to Nicolet’s proposed acquisition of
Mackinac, including but not limited to the failure of the proposed
acquisition to close for any reason and risks and uncertainties
relating to the Mackinac’s business, the combined business of
Mackinac and Nicolet, and the combined businesses of Nicolet,
County and Mackinac; (14) 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, County and the combined
company; (15) changes in consumer demand for financial services;
and (16) general competitive, economic, political and market
conditions and fluctuations. Please refer to each of Nicolet’s,
County’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 County 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 County. In connection with the proposed
merger, Nicolet and County 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, COUNTY AND THE
PROPOSED MERGER. When available, the joint proxy
statement/prospectus will be delivered to shareholders of Nicolet
and County. 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 County will be available free of charge on County’s website
at Investors.ICBK.com/documents.
Nicolet, County, 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 County in
connection with the proposed merger. Information about the
directors and executive officers of Nicolet and County 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 County is also included in the
proxy statement for its 2021 annual meeting of shareholders, which
was filed with the SEC on April 5, 2021. 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.
Investor Relations & Media Contacts:
County: |
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Tim Schneider – PresidentPhone:
920.686.5604Email: tschneider@icbk.com |
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Laura Wiegert – SVP, Marketing
& Corporate CommunicationsPhone: 920.973.1080Email:
lwiegert@icbk.com |
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Nicolet: |
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Mike Daniels – President &
CEOJeff Gahnz – VP, Marketing & Public RelationsPhone:
920.430.1400Email: mdaniels@nicoletbank.com or
jgahnz@nicoletbank.com |
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