GREEN BAY, Wis. and
MANITOWOC, Wis., June 22, 2021 /PRNewswire/ -- 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 Information
Under 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.
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SOURCE Nicolet Bankshares, Inc.