GRAND RAPIDS and ALMA,
Mich., Aug. 15, 2013
/PRNewswire/ -- Mercantile Bank Corporation ("Mercantile")
(NASDAQ: MBWM) and Firstbank Corporation ("Firstbank") (NASDAQ:
FBMI) jointly announced today the signing of a definitive merger
agreement under which Mercantile and Firstbank will merge to create
one of the largest banking institutions headquartered in
Michigan.
Based on financial results as of June 30,
2013, the combined company would have total assets of
$2.8 billion, deposits of
$2.3 billion and loans of
$2.0 billion. The merger is
expected to create the third largest bank headquartered in
Michigan by market capitalization
and by deposit market share. In addition, the combined
company will have a more robust offering of products and services,
an enhanced retail delivery system with 53 branches statewide, a
more diversified loan portfolio and greater origination
capabilities.
"I am extremely pleased to announce the combination of these two
great Michigan community banks,"
said Michael Price, Chief Executive
Officer of Mercantile. "This is an exciting opportunity for
our customers, our shareholders and our employees to create the
premier Michigan community banking
franchise."
Thomas Sullivan, Chief Executive
Officer of Firstbank, added: "We are very excited to become
partners with Mercantile, as our similar cultures and complementary
geographies and service strengths make this transaction a natural
fit. We see great opportunity in combining to create a bank
with enormous potential for future success."
In the merger, Firstbank shareholders will receive a fixed ratio
of 1.00 share of Mercantile common stock for each share of
Firstbank common stock. This implies a transaction value per
share of $18.77 or approximately
$151.5 million in the aggregate based
upon Mercantile's closing price of $18.77 as of August
14, 2013. Upon closing, Mercantile shareholders will
own approximately 52% of the stock in the combined company;
Firstbank shareholders will own approximately 48%.
As part of the merger, Mercantile expects to declare and pay a
special cash dividend of $2.00 per
share to Mercantile shareholders prior to the closing of the
merger, subject to the satisfaction of the closing conditions set
forth in the merger agreement.
Under the proposed terms, the transaction is expected to be
meaningfully accretive to Mercantile's earnings per share in 2014
and thereafter. Further, it is anticipated that the combined
company's capital ratios will be well in excess of regulatory
minimums and its tangible common equity to assets ratio will remain
strong at approximately 8% (after giving effect to the $2.00 per share cash dividend).
The combined company's leadership team will be comprised of
executives from both organizations. Michael Price will serve as the President and
Chief Executive Officer, with Robert
Kaminski and Charles
Christmas from Mercantile, along with Thomas Sullivan and Samuel Stone from Firstbank completing the
executive team. Additionally, the board of directors will be
comprised equally of Mercantile and Firstbank directors.
Thomas Sullivan will serve as
chairman of the board for a period of one year and Michael Price will become chairman of the board
thereafter. The combined company will use the Mercantile name
and the corporate headquarters will be in Grand Rapids.
The merger agreement has been unanimously approved by the board
of directors of each company. The companies expect to
consummate the transaction by December 31,
2013, subject to customary closing conditions, including
regulatory and shareholders approvals. Keefe, Bruyette and Woods,
Inc. acted as financial advisor to Mercantile and Sandler O'Neill
& Partners, L.P. acted as financial advisor to Firstbank in the
transaction.
Investor Conference Call
A joint conference call to discuss the transaction is scheduled
for 11:00 a.m. EDT, August 15, 2013. Interested parties
are invited to listen in by dialing 877-317-6789 in the U.S. and
412-317-6789 internationally and entering pin number 10032914 or by
joining the live webcast, which will be available at
www.mercbank.com or www.firstbankmi.com under Investor Relations. A
presentation regarding the transaction will be discussed on this
call and will be available for download at www.mercbank.com or
www.firstbankmi.com under Investor Relations.
About Mercantile Bank Corporation
Based in Grand Rapids,
Michigan, Mercantile Bank Corporation is the bank holding
company for Mercantile Bank of Michigan. Founded in 1997 to
provide banking services to businesses, individuals and
governmental units, the Bank differentiates itself on the basis of
service quality and the expertise of its banking staff.
Mercantile has seven full-service banking offices in Grand Rapids, Holland and Lansing,
Michigan.
About Firstbank Corporation
Firstbank Corporation, headquartered in Alma, Michigan, is a bank holding company
using a community bank local decision-making format with assets of
$1.5 billion and 46 banking offices
serving Michigan's Lower
Peninsula.
Important Information for Investors
Communications in this press release do not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The proposed merger and
issuance of Mercantile common stock in connection with the proposed
merger will be submitted to Mercantile's shareholders for their
consideration, and the proposed merger will be submitted to
Firstbank's shareholders for their consideration. Mercantile
will file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 that will include a joint proxy
statement to be used by Mercantile and Firstbank to solicit the
required approval of their respective shareholders in connection
with the proposed merger and will constitute a prospectus of
Mercantile. Mercantile and Firstbank may also file other documents
with the SEC concerning the proposed merger. INVESTORS AND
SECURITY HOLDERS OF MERCANTILE AND FIRSTBANK ARE URGED TO READ THE
JOINT PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER
AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and security holders may obtain a free copy
of the joint proxy statement and prospectus and other documents
containing important information about Mercantile and Firstbank,
once such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by Mercantile will be available free of charge on
Mercantile's website at www.mercbank.com under the tab "Investor
Relations." Copies of documents filed with the SEC by
Firstbank will be available free of charge on Firstbank's website
at www.firstbankmi.com under the tab "Investor Relations."
Participants in the Transaction
Mercantile, Firstbank and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Mercantile and
Firstbank in connection with the proposed transaction.
Information about the directors and executive officers of
Mercantile is set forth in its proxy statement for its 2013 annual
meeting of shareholders, which was filed with the SEC on
March 15, 2013. Information
about the directors and executive officers of Firstbank is set
forth in its proxy statement for its 2013 annual meeting of
shareholders, which was filed with the SEC on March 15, 2013. These documents can be
obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement and prospectus and other relevant materials to be
filed with the SEC when they become available.
Forward-Looking Statements
This press release contains comments or information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) that are based on
current expectations that involve a number of risks and
uncertainties. These forward looking statements are subject to a
number of factors and uncertainties which could cause Mercantile,
Firstbank, or the combined company's actual results and experience
to differ from the anticipated results and expectations expressed
in such forward looking statements. Forward looking statements
speak only as of the date they are made and neither Mercantile nor
Firstbank assumes any duty to update forward looking statements.
These forward-looking statements include, but are not limited to,
statements about (i) the expected benefits of the transaction
between Mercantile and Firstbank, including future financial and
operating results, accretion and earn-back, cost savings, enhanced
revenues, long term growth, and the expected market position of the
combined company that may be realized from the transaction, and
(ii) Mercantile and Firstbank's plans, objectives, expectations and
intentions and other statements contained in this press release
that are not historical facts. Other statements identified by words
such as "expects," "anticipates," "opportunity," "potential,"
"future," "will," or words of similar meaning generally are
intended to identify forward-looking statements. These statements
are based upon the current beliefs and expectations of Mercantile's
and Firstbank's management and are inherently subject to
significant business, economic and competitive risks and
uncertainties, many of which are beyond their respective control.
In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and
decisions that are subject to change. Actual results may differ
materially from those indicated or implied in the forward-looking
statements. Although Mercantile and Firstbank have signed an
agreement, there is no assurance that they will complete the
proposed merger. The merger agreement will terminate if the
companies do not receive the necessary approval of shareholders and
government approvals, or if any conditions to closing are not
satisfied. There is no assurance that the due diligence process
would identify all risks associated with the transaction.
Additional information concerning risks is contained in
Mercantile's and Firstbank's most recently filed Annual Reports on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K and other SEC filings.
SOURCE Mercantile Bank Corporation