Based on the financial results as of
Under the terms of the merger agreement, Nicolet will acquire Commerce with Nicolet being the surviving corporation. In the merger, Commerce shareholders shall receive 1.15 shares of Nicolet common stock for each share of Commerce stock. Based on Nicolet’s closing price of $72.32 as of
The merger agreement provides for a cap and collar to potentially re-set the exchange ratio or change the mix of consideration should the Nicolet Common Stock Price, as defined in the merger agreement, rise above
The estimated transaction value is a 1.9 multiple of Commerce’s tangible book value as of December 31, 2019 and equates to approximately 18x Commerce’s 2019 after-tax income. Additional assumptions and metrics can be found with the attached Financial Supplement.
Approvals and Closing Date
The transaction has been unanimously approved by the boards of directors of both companies. It is subject to Commerce shareholder approval, regulatory approvals and other customary closing conditions and is expected to close in the third quarter of 2020. Upon consummation of the transaction, all branch offices of
Important Information for Investors
This communication relates to the proposed merger transaction involving Nicolet and Commerce. In connection with the proposed merger, Nicolet and Commerce will file a proxy statement/prospectus on Form S-4 and other relevant documents concerning the merger with the
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
In addition to factors previously disclosed in Nicolet’s reports filed with the
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 Commerce 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) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (7) Commerce’s shareholders may fail to approve the transaction; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) the cost and availability of capital; (12) customer acceptance of the combined company’s products and services; (13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) severe catastrophic events in our geographic area; (17) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (18) the
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