UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 17,
2019
NICOLET
BANKSHARES, INC.
(Exact name
of registrant as specified in its charter)
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Wisconsin
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001-37700
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47-0871001
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(State or
other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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111 North
Washington Street
Green Bay,
Wisconsin 54301
(Address of
principal executive offices)
(920)
430-1400
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.01 per share
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NCBS
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The NASDAQ
Stock Market LLC
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter.)
Emerging Growth
Company ¨
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
¨
As previously announced,
Nicolet Bankshares, Inc. (“Nicolet”) and Choice Bancorp, Inc.
(“Choice”) entered into an Agreement and Plan of Merger dated June
26, 2019 (the “Merger
Agreement”), pursuant to which Choice
will merge with and into Nicolet (the “Merger”).
Immediately following the Merger, Choice Bank, the wholly owned
bank subsidiary of Choice, will merge with and into Nicolet’s
wholly owned bank subsidiary, Nicolet National Bank (the
“Bank
Merger”),
with Nicolet National Bank as the surviving entity in the Bank
Merger.
As of September 17, 2019,
Nicolet received all regulatory approvals for the Merger and the
Bank Merger. Completion of the Merger remains subject to
approval of the Merger Agreement by Choice shareholders, as well as
to other customary closing conditions. Assuming shareholder
approval is received and conditions are satisfied, Nicolet expects
to complete the Merger on November 8,
2019.
Important
Information for Investors
This communication relates to
the proposed merger transaction involving Nicolet and Choice. In
connection with the proposed merger, Nicolet and Choice have filed
a 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, CHOICE INVESTORS ARE
URGED TO READ THE 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 PROXY
STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT NICOLET, CHOICE AND THE PROPOSED MERGER. The proxy
statement/prospectus was mailed to shareholders of Choice on or
about September 10, 2019. Investors may obtain copies of the 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 are available
free of charge on Nicolet’s website at www.nicoletbank.com.
Forward
Looking Statements "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995
This report contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which Congress passed in
an effort to encourage companies to provide information about their
anticipated future financial performance. This act protects a
company from unwarranted litigation if actual results are different
from management expectations. This report reflects the current
views and estimates of future economic circumstances, industry
conditions, company performance, and financial results of the
management of Nicolet and Choice. These forward-looking statements
are subject to a number of factors and uncertainties which could
cause Nicolet’s, Choice’s or the combined company’s actual results
and experience to differ from the anticipated results and
expectations expressed in such forward-looking statements, and such
differences may be material. Forward-looking statements speak only
as of the date they are made and neither Nicolet nor Choice assumes
any duty to update forward-looking statements. There are a number
of factors that could cause our actual results to differ materially
from those projected in such forward-looking
statements.
In addition to factors
previously disclosed in Nicolet’s reports filed with the SEC and
those identified elsewhere in this report, these forward-looking
statements include, but are not limited to, statements about (i)
the expected benefits of the transaction between Nicolet and Choice
and between Nicolet National Bank and Choice Bank , including
future financial and operating results, cost savings, enhanced
revenues and the expected market position of the combined company
that may be realized from the transaction, and (ii) Nicolet’s and
Choice’s plans, objectives, expectations and intentions and other
statements contained in this report that are not historical facts.
Other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “targets,” “projects” or words of similar meaning
generally are intended to identify forward-looking statements.
These statements are based upon the current beliefs and
expectations of Nicolet’s and Choice’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 from those indicated or implied in the forward-looking
statements and such differences may be material.
The following risks, among
others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Nicolet and
Choice may not integrate successfully or the integration may be
more difficult, time-consuming or costly than expected; (2) the
expected growth opportunities and cost savings from the transaction
may not be fully realized or may take longer to realize than
expected; (3) revenues following the transaction may be lower than
expected as a result of losses of customers or other reasons,
including
issues arising in connection
with integration of the two banks; (4) deposit attrition, operating
costs, customer loss and business disruption following the
transaction, including difficulties in maintaining relationships
with employees, may be greater than expected; (5) the terms of the
proposed transaction may need to be modified to satisfy such
approvals or conditions; (6) Choice’s shareholders may fail to
approve the transaction; (7) reputational risks and the reaction of
the companies’ customers to the transaction; (8) diversion of
management time on merger related issues; (9) changes in asset
quality and credit risk; (10) the cost and availability of capital;
(11) customer acceptance of the combined company’s products and
services; (12) customer borrowing, repayment, investment and
deposit practices; (13) the introduction, withdrawal, success and
timing of business initiatives; (14) the impact, extent, and timing
of technological changes; (15) severe catastrophic events in our
geographic area; (16) a weakening of the economies in which the
combined company will conduct operations may adversely affect its
operating results; (17) the U.S. legal and regulatory framework,
including those associated with the Dodd Frank Wall Street Reform
and Consumer Protection Act, could adversely affect the operating
results of the combined company; (18) the impact of interest rates
on margins and net interest income; and (19) competition from other
financial services companies in the companies’ markets could
adversely affect operations. Additional factors that could cause
Nicolet’s results to differ materially from those described in the
forward-looking statements can be found in Nicolet’s reports (such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the SEC and available at
the SEC’s website (www.sec.gov).
All subsequent written and oral forward-looking statements
concerning Nicolet, Choice or the proposed merger or other matters
and attributable to Nicolet, Choice or any person acting on either
of their behalf are expressly qualified in their entirety by the
cautionary statements above. Nicolet and Choice do not undertake
any obligation to update any forward-looking statement, whether
written or oral, to reflect circumstances or events that occur
after the date the forward-looking statements are
made.
Investor
Relations & Media Contacts:
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Choice:
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Scott Sitter – President
& CEO, Choice Bank
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Phone:
920.267.8052
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Email:
scott.sitter@choice.bank
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Nicolet:
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Mike Daniels – President
& CEO, Nicolet National Bank
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Jeff Gahnz – VP, Marketing /
Public Relations, Nicolet National Bank
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Phone:
920.430.1400
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Email:
mdaniels@nicoletbank.com or jgahnz@nicoletbank.com
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Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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NICOLET
BANKSHARES, INC.
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Date: September 19,
2019
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By:
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/s/ Ann K.
Lawson
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Ann K. Lawson
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Chief Financial
Officer
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Nicolet Bankshares (NASDAQ:NCBS)
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Nicolet Bankshares (NASDAQ:NCBS)
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