On May 3, 2019, Chemical Financial Corporation (Chemical) and TCF Financial Corporation (TCF) issued a joint press release announcing that each company will hold its special meeting of shareholders on June 7, 2019, for the companies respective shareholders to consider and vote on the proposals related to the definitive merger agreement in which TCF and Chemical will combine in an all-stock merger of equals transaction.

The Chemical shareholder meeting will be held at 10:00 a.m. ET at Somerset Inn, 2601 West Big Beaver Road, Troy, Michigan 48084. The board of directors of Chemical set May 1, 2019 as the record date for its special meeting.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction between Chemical and TCF. In connection with the proposed merger, Chemical has filed a registration statement on Form S-4, including amendments thereto, with the SEC containing a Prospectus for Chemical and a Joint Proxy Statement to be used by Chemical and TCF to solicit the required approvals of their respective shareholders as well as other relevant documents regarding the proposed transaction. The registration statement was declared effective by the SEC on May 2, 2019. The definitive Joint Proxy Statement/Prospectus will also be sent to Chemical and TCF shareholders. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS REGARDING THE MERGER ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Chemical and TCF, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Chemical by accessing Chemicals website at http://www.chemicalbank.com (which website is not incorporated herein by reference) or from TCF by accessing TCFs website at http://www.tcfbank.com (which website is not incorporated herein by reference). Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Chemicals Investor Relations at Investor Relations, Chemical Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, MI 48226, by calling (800) 867-9757 or by sending an e-mail to [email protected], or to TCFs Investor Relations at Investor Relations, TCF Financial Corporation, 200 Lake Street East, EXO-02C, Wayzata, MN 55391, by calling (952) 745-2760 or by sending an e-mail to [email protected].

Participants in Solicitation

Chemical and TCF and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Chemical and TCF shareholders in respect of the transaction described in the Joint Proxy Statement/Prospectus. Information regarding Chemicals directors and executive officers is contained in Chemicals Annual Report on Form 10-K for the year ended December 31, 2018, its Proxy Statement on Schedule 14A, dated March 28, 2019, and certain of its Current Reports on Form 8-K, which are filed with the SEC. Information regarding TCFs directors and executive officers is contained in TCFs Annual Report on Form 10-K for the year ended December 31, 2018, its Proxy Statement on Schedule 14A, dated March 15, 2019, and certain of its Current Reports on Form 8-K, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

Cautionary Note Regarding Forward-Looking Statements

Statements 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, 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:

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 Chemicals and TCFs 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

CHEMICAL FINANCIAL CORP Exhibit
EX-99.1 2 exhibit991pressreleasefors.htm EXHIBIT 99.1 SPECIAL SHAREHOLDER MEETING ANNOUNCEMENT Exhibit CHEMICAL FINANCIAL CORPORATION AND TCF FINANCIAL CORPORATION TO HOLD SPECIAL MEETINGS OF SHAREHOLDERS ON JUNE 7,…
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About Chemical Financial Corporation (NASDAQ:CHFC)

Chemical Financial Corporation is a financial holding company. The Company operates in the commercial banking segment. The Company, through its subsidiary bank, Chemical Bank, offers banking and fiduciary products and services. Its products and services include business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, access to insurance and investment products, corporate and personal wealth management services, and other banking services. It operates through an organizational structure of over four regional banking units. The Chemical Bank serves the markets through over 185 banking offices located in over 50 counties across Michigan’s Lower Peninsula. In addition to its banking offices, Chemical Bank operates over three loan production offices and over 200 automated teller machines.