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): November 3, 2016
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin | 001-37700 | 47-0871001 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement |
Nicolet Bankshares, Inc. (“Nicolet”) and First Menasha Bancshares, Inc. (“First Menasha”) entered into an Agreement and Plan of Merger, dated November 3, 2016 (the “Merger Agreement”), pursuant to which First Menasha will merge with and into Nicolet (the “Merger”). Following the Merger, The First National Bank - Fox Valley (“FNB-Fox Valley”), the wholly-owned bank subsidiary of First Menasha, will merge with and into Nicolet National Bank, Nicolet’s wholly-owned bank subsidiary, with Nicolet National Bank continuing as the surviving bank, with all bank branches operating under the Nicolet National Bank brand.
Nicolet and First Menasha have agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a proxy statement/prospectus to be mailed to First Menasha shareholders. As soon as practicable following effectiveness of the registration statement on Form S-4, First Menasha will call a special shareholder meeting to approve the Merger Agreement.
Merger Consideration : Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), First Menasha shareholders have the right to receive, at the election of each holder and subject to proration, cash of $131.50 per share of First Menasha common stock and/or 3.411 shares of Nicolet common stock for each share of First Menasha common stock (the “Exchange Ratio”) with total consideration to consist of between 25% cash/75% stock and 40% cash/60% stock. The Merger Agreement outlines proration procedures if such cash election shares are under- or over-subscribed (that is, if less than 146,800 shares or more than 234,900 shares, respectively, of First Menasha common stock elect to receive cash). Further, the Merger Agreement provides that the Exchange Ratio is fixed unless the Nicolet Common Stock Price (as defined in the agreement) is (a) greater than $43.55, to which the Exchange Ratio would become floating at the quotient of $148.55 divided by the Nicolet Common Stock Price, or (b) less than $33.55, to which the Exchange Ratio would become floating at the quotient of $114.44 divided by the Nicolet Common Stock Price.
Board of Directors : At the Effective Time, two members of the First Menasha’s board of directors (to be designated by the Nicolet board of directors prior to the Effective Time) shall be appointed and added to the boards of Nicolet and Nicolet National Bank.
Treatment of Outstanding Restricted Stock : Immediately prior to the Effective Time, each outstanding First Menasha restricted stock award shall automatically vest and be cancelled in exchange for a cash payment equal to the product of the number of shares of First Menasha common stock underlying such restricted stock award and $131.50.
Closing Conditions : Consummation of the Merger is subject to certain customary closing conditions, including without limitation, (i) approval of the Merger Agreement by First Menasha shareholders, (ii) the receipt of all requisite regulatory approvals, and (iii) receipt of a tax opinion of Nicolet’s counsel that the Merger will qualify as a tax-free reorganization.
Representations, Warranties and Covenants : The Merger Agreement includes detailed representations, warranties and covenant provisions that are customary for transactions of this type.
Termination : The Merger Agreement provides certain termination rights for both Nicolet and First Menasha and further provides that a termination fee of $3.25 million will be payable by First Menasha to Nicolet upon termination of the Merger Agreement under certain circumstances.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1.
The representations and warranties set forth in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement. In addition, such representations and warranties (i) have been made only for the purpose of the Merger Agreement; (ii) have been qualified by the disclosures made to the other party in connection with the Merger Agreement; (iii) are subject to materiality qualifications contained in the Merger Agreement, which may differ from what
may be viewed as material by investors; and (iv) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties and not for purpose of establishing such matters as facts. Based upon the foregoing reasons, you should not rely on the representations and warranties as statements of factual information. Investors should read the Merger Agreement together with the other information concerning Nicolet and First Menasha that is filed in reports and statements with the SEC.
Item 8.01 | Other Events. |
On November 4, 2016, Nicolet Bankshares, Inc. (“Nicolet”), and First Menasha Bancshares, Inc. (“First Menasha”), issued a joint press release announcing that the companies have entered into a definitive merger agreement dated November 3, 2016 (the “Merger Agreement”), pursuant to which First Menasha will merge with and into Nicolet (the “Merger”). A copy of the press release is attached hereto as Exhibit 99.1.
The Merger Agreement was unanimously approved by the boards of directors of each of Nicolet and First Menasha. The Merger is expected to close in the second quarter of 2017, subject to customary closing conditions, including approval by First Menasha shareholders and regulatory approvals. Upon consummation, it is expected that all branches of First Menasha’s wholly owned banking subsidiary, The First National Bank - Fox Valley, will open as Nicolet National Bank branches, while Nicolet’s branch at 2400 S. Kensington Drive, Appleton, will simultaneously close.
Based on September 30, 2016 financial results the combined company would have total assets of $2.7 billion, deposits of $2.3 billion and loans of $1.9 billion. Based upon Nicolet’s closing price of $38.09 as of November 3, 2016, the merger consideration is valued at approximately $76.6 million. The estimated transaction value is a 1.65 multiple of First Menasha’s tangible book value as of September 30, 2016. Nicolet estimates high single-digit EPS accretion in 2018 excluding merger charges and an estimated tangible book earn-back period of less than 5 years.
First Menasha provided a letter to its shareholders relative to the announced merger transaction. A copy of the shareholder letter is attached hereto as Exhibit 99.2.
Important Information for Investors
This communication relates to the proposed merger transaction involving Nicolet and First Menasha. In connection with the proposed merger, Nicolet and First Menasha will file 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, FIRST MENASHA 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, FIRST MENASHA AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be delivered to shareholders of First Menasha. 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 .
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 First Menasha. These forward-
looking statements are subject to a number of factors and uncertainties which could cause Nicolet’s, First Menasha’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 First Menasha 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 First Menasha and between Nicolet National Bank and The First National Bank - Fox Valley , 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 First Menasha’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 First Menasha’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 First Menasha 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) First Menasha’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 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; (19) the interest rate environment may compress margins and adversely affect net interest income; and (20) 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, First Menasha or the proposed merger or other matters and attributable to Nicolet, First Menasha or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Nicolet and First Menasha 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.
Contact:
Investor Relations & Media Contacts:
First Menasha: | Peter Prickett – President & CEO, FNB – Fox Valley |
Phone: 920.729.6971 | |
Email: pprickett@fnbfoxvalley.com | |
Nicolet: | Bob Atwell – Chairman, Nicolet National Bank |
Jeff Gahnz – VP, Marketing / Public Relations, Nicolet National Bank | |
Phone: 920.430.1400 | |
Email: batwell@nicoletbank.com or jgahnz@nicoletbank.com |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description of Exhibit | |
2.1 | Agreement and Plan of Merger Between Nicolet Bankshares, Inc. and First Menasha Bancshares, Inc. dated November 3, 2016 | |
99.1 | Joint Press Release, dated November 4, 2016 | |
99.2 | First Menasha Shareholder Letter being mailed on November 4, 2016 |
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.
Date: November 4, 2016 | NICOLET BANKSHARES, INC. | |
By: | /s/ Ann K. Lawson | |
Ann K. Lawson | ||
Chief Financial Officer |
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Affiliate
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Agreement
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Articles of Merger
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Bank
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Bank Merger
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Bank Plan of Merger
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Borrowing Affiliate
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Business Day
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Cash Election
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Cash Election Maximum Threshold
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Closing
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Company Capitalization Date
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Company Common Stock
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Company Directors
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Company Disclosure Schedules
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Company Employees
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Company Equity Award
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Company ERISA Affiliate
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Company Financial Statements
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Company Investment Securities
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Company Loans
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Company Material Contract
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Company Permitted Exceptions
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Company Shareholders Meeting
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IRS Guidelines
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Nicolet
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Nicolet Bank
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OREO
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Proxy Statement
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SEC
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Securities Act
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Stock Election
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Subsidiary
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| N icolet : | | | C ompany : | |
| N icolet B ankshares , I nc . | | | F irst M enasha B ancshares , I nc . | |
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By:
/s/ Robert B. Atwell
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By:
/s/ Peter J. Prickett
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| Name: Robert B. Atwell | | | Name: Peter J. Prickett | |
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Title: Chairman, President and Chief Executive Officer
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Title: President and Chief Executive Officer
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| | | | NICOLET NATIONAL BANK | |
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Secretary |
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THE FIRST NATIONAL BANK - FOX VALLEY
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| [BANK SEAL] | | | By: | |
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________________________
Secretary |
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| | | | Very truly yours, | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Nicolet Bankshares, Inc. To Acquire First Menasha Bancshares, Inc.
Combination creates the lead-local community bank in the combined Appleton, Oshkosh, Neenah and Menasha market area by deposit market share
GREEN BAY, WI, November 4, 2016 – Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet”) and First Menasha Bancshares, Inc. (OTCQX: FMBJ) (“First Menasha”) today jointly announce the execution of a definitive merger agreement, pursuant to which Nicolet will acquire First Menasha and its wholly owned banking subsidiary, The First National Bank - Fox Valley (“FNB-Fox Valley”). The move will expand Nicolet’s presence in the Fox Valley and open new markets in Neenah, Menasha, and Oshkosh.
Based on the financial results as of September 30, 2016, the combined company would have pro forma total assets of $2.7 billion, deposits of $2.3 billion and loans of $1.9 billion.
Bob Atwell, CEO and Chairman of Nicolet said, “We continue to grow in the areas where we can make an impact. We have known FNB-Fox Valley for some time and respect their commitment to community banking. We are pleased to welcome them to the Nicolet family.”
“The combination of Nicolet and FNB-Fox Valley makes perfect sense,” said Peter Prickett, President and CEO of FNB-Fox Valley. “We are both customer-first, service-driven cultures. It is a great fit for our customers and the community. The combined institution will be the largest community bank in each of the Green Bay and Fox Cities markets and provides the size and scale needed today to provide stability, depth of resources and great value to our customers, communities and shareholders.” Prickett continued.
Mike Daniels, President and CEO of Nicolet National Bank said, “We work to make a difference in the communities we serve. To do this effectively, we want to be the lead-local community bank. This breakout move puts us in that position in the Fox Valley. Now, our job is to focus on a smooth transition for employees and customers.”
Under the terms of the merger agreement, Nicolet will acquire First Menasha with Nicolet being the surviving corporation. In the merger, First Menasha shareholders shall have the right to receive, at the election of each holder and subject to proration, cash of $131.50 per share of First Menasha common stock and/or 3.411 shares of Nicolet common stock for each share of First Menasha common stock, with the total consideration to consist of between 25% cash/75% stock and 40% cash/60% stock. Based on Nicolet's closing price of $38.09 as of Thursday, November 3, 2016, the merger consideration is valued at approximately $76.6 million.
The merger agreement outlines proration procedures if the cash consideration is over- or undersubscribed. Further, the merger agreement provides for a cap and collar to re-set the exchange ratio should the Nicolet
Common Stock Price, as defined in the merger agreement, rise or fall by $5.00 or more per share from $38.55.
Nicolet intends to appoint two members of First Menasha’s current board of directors to the boards of directors of Nicolet and Nicolet National Bank upon the completion of the transaction.
The estimated transaction value is a 1.65 multiple of First Menasha's tangible book value as of September 30, 2016. Nicolet estimates high single-digit EPS accretion in 2018 and an estimated tangible book earn-back period of less than five years.
The transaction has been unanimously approved by the board of directors of both companies. It is subject to First Menasha shareholder approval, regulatory approvals and other customary closing conditions and is expected to close in second quarter 2017. Upon consummation of the transaction, all branch offices of FNB-Fox Valley are expected to open as Nicolet National Bank branches, while Nicolet’s existing branch at 2400 S. Kensington Drive in Appleton will close.
Bryan Cave LLP served as legal counsel to Nicolet in this transaction. Stephens Inc. served as financial advisor and provided a fairness opinion to First Menasha, and Reinhart Boerner Van Deuren s.c. served as legal counsel.
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 First Menasha Bancshares, Inc.
First Menasha Bancshares, Inc. is a $476 million single-bank holding company headquartered in Neenah, Wisconsin. First Menasha’s wholly-owned bank subsidiary, The First National Bank - Fox Valley, was chartered in 1887 and has five branches in the Fox Valley region of Wisconsin. More information can be found at www.fnbfoxvalley.com .
Important Information for Investors
This communication relates to the proposed merger transaction involving Nicolet and First Menasha. In connection with the proposed merger, Nicolet and First Menasha will file 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, FIRST MENASHA 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, FIRST MENASHA AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be delivered to shareholders of First Menasha. 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 .
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 First Menasha. These forward-looking statements are subject to a number of factors and uncertainties which could cause Nicolet’s, First Menasha’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 First Menasha 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 First Menasha and between Nicolet National Bank and The First National Bank - Fox Valley , 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 First Menasha’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 First Menasha’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 First Menasha 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) First Menasha’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 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; (19) the interest rate environment may compress margins and adversely affect net interest income; and (20) 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, First Menasha or the proposed merger or other matters and attributable to Nicolet, First Menasha or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Nicolet and First Menasha 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:
First Menasha: | Peter Prickett – President & CEO, FNB – Fox Valley |
Phone: 920.729.6971 | |
Email: pprickett@fnbfoxvalley.com | |
Nicolet: | Bob Atwell – Chairman, Nicolet National Bank |
Jeff Gahnz – VP, Marketing / Public Relations, Nicolet National Bank | |
Phone: 920.430.1400 | |
Email: batwell@nicoletbank.com or jgahnz@nicoletbank.com |
Exhibit 99.2
[FIRST MENASHA BANCSHARES, INC. LETTERHEAD]
Hello Shareholders.
By the time you receive this you may already know about the merger of FNB – Fox Valley with Nicolet National Bank. The Board of Directors of First Menasha Bancshares, Inc. has approved a plan of merger, whereby First Menasha Bancshares will be merged into Nicolet Bankshares, Inc. of Green Bay. I am enclosing a copy of the press release which provides additional details. A much more detailed summary of the transaction will be forthcoming in the form of a Proxy/Prospectus Statement, likely in January of 2017.
Indeed, the Board of Directors of First Menasha Bancshares has approved a plan of merger whereby First Menasha Bancshares will be merged into Nicolet Bankshares, Inc. of Green Bay. Shareholders of First Menasha will have the opportunity to elect to receive cash and/or common stock of Nicolet at a point closer to the closing of the merger, expected to occur in the second quarter of 2017. First Menasha shareholders will receive the equivalent of approximately $131.50 per share, however that is subject to potential fluctuation as the share price of Nicolet (ticker: NCBS) increases or decreases. This price represents a significant premium over our book value at September 30, 2016.
The combination will result in a community bank with approximately $2.7 billion in assets, providing the size and scale needed today to provide stability, additional resources, and great value to our customers and communities, and broader, more sustainable opportunities to our employees. The combined institution will be the largest community based bank in the Green Bay and Fox Cities markets, and the third largest bank headquartered in Wisconsin.
I have mentioned to you in my previous letters the headwinds facing community banks. That success in the current economic and regulatory environment requires size and scale. To that end your bank has grown almost 150% over the last several years. Our growth has driven higher earnings, increased shareholder value and resulted in FNB being the largest community bank in the Fox Cities. So it should be no surprise that we became an extremely attractive candidate to combine with and create a larger community-based bank.
Our growth and success provided us with unique strategic options, one of which was to combine with another community-based financial institution similar to ours. We have done that with Nicolet. We expect the merger will provide all of our stakeholders with continuity and stability.
Nicolet’s pursuit of FNB is due to its desire to grow and become the lead local bank in the Fox Valley. FNB and Nicolet have few overlapping branches. In fact, Nicolet does not plan to close any of the five FNB locations as part of the merger, which should hopefully minimize any disruption with our customers and employees.
The merger is expected to close early in the second quarter of 2017. Over the next few months you will learn more about this merger and receive materials providing information on the cash/stock election and asking for your approval as shareholders.
I am extremely proud of what the employees of FNB have built over the past several years, and am optimistic about what the combined bank will accomplish. I wouldn’t look at this as a 130 year-old institution going away. The name may be gone, but the ideals that we acted upon every day will continue with Nicolet. They have shown a great willingness to invest in communities, customer relationships and employees; thus investing in our legacy.
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 First Menasha Bancshares, Inc.
First Menasha Bancshares, Inc. is a $476 million single-bank holding company headquartered in Neenah, Wisconsin. First Menasha’s wholly-owned bank subsidiary, The First National Bank - Fox Valley, was chartered in 1887 and has five branches in the Fox Valley region of Wisconsin. More information can be found at www.fnbfoxvalley.com.
Important Information for Investors
This communication relates to the proposed merger transaction involving Nicolet and First Menasha. In connection with the proposed merger, Nicolet and First Menasha will file 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, FIRST MENASHA 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, FIRST MENASHA AND THE PROPOSED MERGER. When available, the proxy statement/prospectus will be delivered to shareholders of First Menasha. 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 .
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 First Menasha. These forward-looking statements are subject to a number of factors and uncertainties which could cause Nicolet’s, First Menasha’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 First Menasha 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 First Menasha and between Nicolet National Bank and The First National Bank - Fox Valley , 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 First Menasha’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 First Menasha’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 First Menasha 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) First Menasha’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 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; (19) the interest rate environment may compress margins and adversely affect net interest income; and (20) 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, First Menasha or the proposed merger or other matters and attributable to Nicolet, First Menasha or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Nicolet and First Menasha 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:
First Menasha: | Peter Prickett – President & CEO, FNB – Fox Valley |
Phone: 920.729.6971 | |
Email: pprickett@fnbfoxvalley.com | |
Nicolet: | Bob Atwell – Chairman, Nicolet National Bank |
Jeff Gahnz – VP, Marketing / Public Relations, Nicolet National Bank | |
Phone: 920.430.1400 | |
Email: batwell@nicoletbank.com or jgahnz@nicoletbank.com |