- Adds the "lead local" community bank in the Eau Claire
MSA
- Solid first year EPS accretion and accretive to tangible
book value
- Charter Bank CEO, Paul
Kohler, to remain with Nicolet leading the Western Wisconsin & Twin Cities markets
GREEN BAY, Wis. and
EAU CLAIRE, Wis., March 30, 2022 /PRNewswire/ -- Nicolet
Bankshares, Inc. (NASDAQ: NCBS) ("Nicolet") and Charter Bankshares,
Inc., ("Charter") today jointly announced the execution of a
definitive merger agreement. Under terms of the agreement,
Nicolet will acquire Charter and its wholly-owned banking
subsidiary, Charter Bank. Charter is a $1.1 billion bank headquartered in Eau Claire, Wisconsin, with offices in
Chetek, Wisconsin and Chanhassen and Chaska, Minnesota. A new office is
currently being built in Chippewa Falls,
Wisconsin.
Based on the financial results as of December 31, 2021, the combined company will have
pro forma total assets of $8.8
billion, deposits of $7.3
billion, and loans of $5.4
billion.
Mike Daniels, President and CEO
of Nicolet, said, "Much like Nicolet, Charter has a history of
serving its customers and a deep-rooted commitment to community
banking. We have known and respected the leaders at Charter for a
long time. Our banks are culturally similar in that we trust our
local people to understand and serve the market. The magic of this
opportunity is trust in the partnership and the people. This trust
in a people-driven approach to the market has created shared
success for Nicolet's customers, employees, and shareholders, as
well as the communities we serve. We are optimistic about our
future together, and we will work hard to ensure a smooth
transition."
Paul Kohler, President and CEO of
Charter Bank, said, "Since our founding, we've seen what a good
community bank can do for our region. Nicolet is the rare partner
who puts actions behind their words when it comes to being
committed to communities. I look forward to the next chapter and
leading our combined teams in Western
Wisconsin and the Twin
Cities."
Jeff Halloin, CEO of Charter
Bankshares, Inc., said, "As big banks have increasingly focused
their attention on bigger customers and big cities, we were
impressed that Nicolet has chosen to expand in places with similar
strengths and needs to the markets Charter serves. While Nicolet is
certainly a bigger bank than we are with great resources that come
with added size, they don't think like a big bank. Local still
matters to them just as it does to us, and we are confident that
will resonate here."
Brenda L. Johnson, Chairperson of
Charter Bankshares, Inc., said, "So many banks are sold to the
highest bidder with little thought as to whether they share the
same values, or what the impact may be on customers, employees and
the communities. That's not what happened here. We made it
clear that we wanted a partner that would value our communities and
employees and help our customers grow and prosper. We specifically
sought Nicolet out as a merger partner because of their commitment
and proven track record of doing just that. We were very
deliberate in our decision process. Our shareholders will remain
invested in the bank after the merger and are excited to see what
Nicolet will do in our markets."
Bob Atwell, Executive Chairman of
Nicolet, said, "As Nicolet continues to grow, we see the positive
impact that the right partner can have on communities and
shareholders alike. We are confident that we found the right
partner in Charter."
Transaction Information
Under the terms of the merger
agreement, Charter shareholders will receive approximately 1.26
million shares of Nicolet and a cash payment of approximately
$38.8 million. Based
on Nicolet's closing price of $94.40 as
of March 29, 2022, the merger consideration is valued at
approximately $158 million.
The estimated transaction value is a 1.67 multiple of Charter's
adjusted tangible book value as of December 31, 2021 and
equates to approximately 12.4x Charter's 2021 tax-adjusted earnings
per share. First full year (2023) earnings per share accretion is
estimated in the high-single digits. The transaction is expected to
be accretive to Nicolet's tangible book value per share. Additional
assumptions and metrics can be found in the related Investor
Presentation available on Nicolet's website.
Nicolet is expected to appoint Brenda L. Johnson to the boards of
directors of Nicolet Bankshares, Inc. and Nicolet National Bank upon the completion of the
transaction.
Leadership/Employee Information
Post-merger, Paul Kohler will
join Nicolet National Bank and will
lead the Western Wisconsin and
Twin Cities markets. He will
also join the senior management team.
Approvals and Closing Date
The transaction has been unanimously approved by the boards of
directors of both companies. It is subject to regulatory
approvals and other customary closing conditions and is expected to
close in the third quarter of 2022. Upon consummation of the
transaction, all Charter branches are anticipated to become Nicolet
branches. Nicolet's loan production office, located at 3603
North Hastings Way, Eau Claire, WI
is expected to close and consolidate with continued service out of
the legacy Charter office in Eau Claire,
WI.
Advisors
Nelson Mullins Riley &
Scarborough LLP served as legal counsel to Nicolet in
this transaction. Hovde Group served as financial advisor
and Reinhart Boerner Van Deuren S.C. served as legal counsel
to Charter.
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, the upper peninsula of
Michigan, and Northern Michigan. More information can be
found at www.nicoletbank.com.
About Charter Bankshares, Inc.
Charter Bankshares, Inc. is a bank holding company headquartered
in Eau Claire, Wisconsin with
total assets of approximately $1.1
billion. Its principal activity is the ownership and
operation of Charter Bank, a community bank that also operates
branches in Eau Claire, Wisconsin
and Chaska and Chanhassen, Minnesota. For more information on
Charter Bank, please visit www.charterbank.bank.
Forward Looking Statements "Safe Harbor" Statement Under the
Private Securities Litigation Reform Act of 1995
Certain statements contained in this communication, which are
not statements of historical fact, constitute forward-looking
statements within the meaning of the federal securities law. Such
statements include, but are not limited to, certain plans,
expectations, goals, projections and benefits relating to the
proposed merger between Nicolet and Charter, all of which are
subject to numerous assumptions, risks and uncertainties. Words or
phrases such as "anticipate," "believe," "aim," "can," "conclude,"
"continue," "could," "estimate," "expect," "foresee," "goal,"
"intend," "may," "might," "outlook," "possible," "plan," "predict,"
"project," "potential," "seek," "should," "target," "will," "will
likely," "would," or the negative of these terms or other
comparable terminology, as well as similar expressions, are
intended to identify forward-looking statements but are not the
exclusive means of identifying such statements.
Forward-looking statements express only management's beliefs
regarding future results or events, many of which, by their nature,
are inherently uncertain and outside of management's control. It is
possible that actual results and outcomes may differ, possibly
materially, from the anticipated results or outcomes indicated in
these forward-looking statements. In addition to factors disclosed
in reports filed by Nicolet with the SEC, risks and uncertainties
for Nicolet, Charter and the combined company that may cause actual
results or outcomes to differ materially from those anticipated
include, but are not limited to: (1) the possibility that the
proposed merger will not be completed due to the failure to satisfy
one or more of the conditions of the merger, including the
approvals of regulators or Charter shareholders; (2) the
possibility that any of the anticipated benefits of the proposed
merger will not be realized or will not be realized within the
expected time period; (3) the risk that integration of Charter's
operations with those of Nicolet will be materially delayed or will
be more costly or difficult than expected; (4) the parties'
inability to meet expectations regarding the timing of the proposed
merger; (5) changes to tax legislation and their potential effects
on the accounting for the merger; (6) diversion of management's
attention from ongoing business operations and opportunities due to
the proposed merger; (7) the challenges of integrating and
retaining key employees; (8) the effect of the announcement of the
proposed merger on Nicolet's, Charter's or the combined company's
respective customer and employee relationships and operating
results; (9) the possibility that the proposed merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; (10) dilution caused by Nicolet's
issuance of additional shares of Nicolet common stock in connection
with the merger and additional risks that are discussed in
Nicolet's SEC filings. Please refer to Nicolet's Annual
Report on Form 10-K for the year ended December 31, 2021, as well as their other filings
with the SEC, for a more detailed discussion of risks,
uncertainties and factors that could cause actual results to differ
from those discussed in the forward-looking statements.
All forward-looking statements included in this communication
are made as of the date hereof and are based on information
available to management at that time. Except as required by law,
neither Nicolet nor Charter assumes any obligation to update any
forward-looking statement to reflect events or circumstances that
occur after the date the forward-looking statements were
made.
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SOURCE Nicolet Bankshares, Inc.