Chemical Financial Corporation and TCF Financial Corporation Shareholders Approve Merger of Equals
June 07 2019 - 3:00PM
Business Wire
Chemical Financial Corporation (Chemical) (NASDAQ: CHFC) and TCF
Financial Corporation (TCF) (NYSE: TCF) today jointly announced
that at separate special meetings held today, each company’s
shareholders approved the proposed merger of equals in which TCF
will merge into Chemical. The combined holding company and bank
will be headquartered in Detroit, Michigan and operate under the
TCF name and brand following the closing of the transaction.
“I am encouraged by the strong level of shareholder support
received for this partnership and the accelerated shareholder value
we expect it to create,” said Craig R. Dahl, TCF chairman and chief
executive officer. “This positive shareholder response demonstrates
a broad recognition of the shared strategic vision and
complementary strengths of the two organizations. We look forward
to bringing together the best of both banks to benefit our
shareholders, customers, employees and the communities we
serve.”
“Today’s vote was an important step for us as we move forward
with our focus on creating a premier Midwest bank,” said Gary
Torgow, Chemical’s executive chairman. “As we become one company,
we will be able to provide a more robust product set to a broader
customer base, with limited overlap and disruption. With our
increased scale and an enhanced competitive position, our new
organization will be poised to thrive in today’s evolving banking
environment.”
Upon completion of the merger, the combined company will have
over $45 billion in total assets and be a top 10 bank in the
Midwest based on deposit market share. With over 500 combined
branches across nine states, the new organization will have a
substantial presence in key Midwest markets including Detroit,
Chicago, Minneapolis, Milwaukee and greater Michigan.
The merger is expected to close in the third quarter or early
fourth quarter of 2019, subject to satisfaction of customary
closing conditions, including receipt of regulatory approvals.
About Chemical Financial CorporationChemical Financial
Corporation is the largest banking company headquartered and
operating branches in Michigan. Chemical operates through its
subsidiary bank, Chemical Bank, with 212 banking offices located
primarily in Michigan, northeast Ohio and northern Indiana. As of
March 31, 2019, Chemical had total consolidated assets of $21.8
billion. Chemical Financial Corporation’s common stock trades on
The NASDAQ Stock Market under the symbol CHFC and is one of the
issuers comprising The NASDAQ Global Select Market and the S&P
MidCap 400 Index. More information about Chemical Financial
Corporation is available by visiting the “Investor Information”
section of its website at www.chemicalbank.com.
About TCF Financial CorporationTCF is a Wayzata,
Minnesota-based national bank holding company. As of March 31,
2019, TCF had $24.4 billion in total assets and 312 bank branches
in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona and
South Dakota providing retail and commercial banking services. TCF,
through its subsidiaries, also conducts commercial leasing and
equipment finance business in all 50 states and commercial
inventory finance business in all 50 states and Canada. For more
information about TCF, please visit http://ir.tcfbank.com.
Cautionary Note Regarding Forward-Looking
StatementsStatements included in this press release, which are
not historical in nature are intended to be, and hereby are
identified as, forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as
“will,” “may,” “anticipate,” “create,” “plan,” “expect,” “should,”
and “could” 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 that are difficult to predict with regard to timing,
extent, likelihood and degree of occurrence, which could cause
actual results to differ materially from anticipated results. Such
risks, uncertainties and assumptions, include, among others, the
following:
- the failure to obtain necessary
regulatory approvals when expected or at all (and the risk that
such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the transaction);
- the occurrence of any event, change or
other circumstances that could give rise to the right of one or
both of the parties to terminate the merger agreement;
- the outcome of any legal proceedings
that may be instituted against Chemical or TCF;
- the possibility that the anticipated
benefits of the transaction, including anticipated cost savings and
strategic gains, are not realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy, competitive factors in the areas where Chemical and
TCF do business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with
respect to the transaction, or any change in the assumptions used
regarding the assets purchased and liabilities assumed to determine
their fair value;
- the integration of the businesses and
operations of Chemical and TCF, which may take longer than
anticipated or be more costly than anticipated or have
unanticipated adverse results relating to Chemical’s or TCF’s
existing businesses;
- business disruptions following the
merger; and
- other factors that may affect future
results of Chemical and TCF including changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; the impact,
extent and timing of technological changes; capital management
activities; and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms.
Additional factors that could cause results to differ materially
from those described above can be found in the risk factors
described in Item 1A of each of Chemical’s and TCF’s Annual Report
on Form 10-K filed with the SEC for the year ended December 31,
2018. Chemical and TCF disclaim any obligation to update or revise
any forward-looking statements contained in this report, which
speak only as of the date hereof, whether as a result of new
information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190607005440/en/
Chemical Financial CorporationInvestor Relations: Dennis
Klaeser, (248) 498-2848, investorinformation@ChemicalBank.comMedia:
Tom Wennerberg, (248) 498-2872, Tom.Wennerberg@ChemicalBank.com
TCF Financial CorporationInvestor Relations: Timothy
Sedabres, (952) 745-2766, investor@tcfbank.comMedia: Mark Goldman,
(952) 475-7050, news@tcfbank.com
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