NICOLET BANKSHARES, INC. (NASDAQ:NCBS) Files An 8-K Other Events
Item 8.01
| Other Events. |
As previously announced, 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), to which First Menasha will merge with
and into Nicolet (the Merger). Immediately 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 Nicolets wholly owned bank subsidiary, Nicolet National
Bank (the Bank Merger), with Nicolet National Bank as the
surviving entity in the Bank Merger.
As of March 10, 2017, Nicolet received all regulatory approvals
for the Merger and the Bank Merger. Completion of the Merger
remains subject to approval of the Merger Agreement by First
Menasha shareholders, as well as to other customary closing
conditions. Assuming shareholder approval is received and
conditions are satisfied, Nicolet expects to complete the Merger
on or around April 28, 2017.
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 have filed a proxy
statement/prospectus 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 CONTAIN
IMPORTANT INFORMATION ABOUT NICOLET, FIRST MENASHA AND THE
PROPOSED MERGER. The proxy statement/prospectus was
delivered to shareholders of First Menasha on or about February
28, 2017. Investors may obtain copies of the proxy
statement/prospectus and other relevant documents (as they become
available) free of charge at the SECs
website(www.sec.gov). Copies of the documents filed with
the SEC by Nicolet are available free of charge on Nicolets
website atwww.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 Nicolets, First Menashas or the combined companys 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 Nicolets 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) Nicolets and First
Menashas 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 Nicolets
and First Menashas 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) the terms of the proposed transaction
may need to be modified to satisfy such approvals or conditions;
(6) First Menashas shareholders may fail to approve the
transaction; (7) reputational risks and the reaction of the
companies customers to the transaction; (8) diversion of
management time on merger related issues; (9) changes in asset
quality and credit risk; (10) the cost and availability of
capital; (11) customer acceptance of the combined companys
products and services; (12) customer borrowing, repayment,
investment and deposit practices; (13) the introduction,
withdrawal, success and timing of business initiatives; (14) the
impact, extent, and timing of technological changes; (15) severe
catastrophic events in our geographic area; (16) a weakening of
the economies in which the combined company will conduct
operations may adversely affect its operating results; (17) 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; (18) the interest rate environment may compress margins
and adversely affect net interest income; and (19) competition
from other financial services companies in the companies markets
could adversely affect operations. Additional factors that could
cause Nicolets results to differ materially from those described
in the forward-looking statements can be found in Nicolets
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 SECs 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 |
About NICOLET BANKSHARES, INC. (NASDAQ:NCBS)
Nicolet Bankshares, Inc. is a bank holding company. The Company conducts operations through its subsidiary, Nicolet National Bank (the Bank), a commercial bank. The Bank is a service community bank, offering traditional banking products and services, and wealth management products and services to businesses and individuals in the markets it serves, delivered through a branch network serving northeast and central Wisconsin communities and Menominee, Michigan, as well as through online and mobile banking capabilities. Its primary business is banking, consisting of lending and deposit gathering, as well as ancillary banking-related products and services, to businesses and individuals of the communities it serves, and the operational support to deliver, fund and manage banking products and services. The Bank also offers trust, brokerage and other investment management services for individuals and retirement plan services for business customers. NICOLET BANKSHARES, INC. (NASDAQ:NCBS) Recent Trading Information
NICOLET BANKSHARES, INC. (NASDAQ:NCBS) closed its last trading session up +0.05 at 48.42 with shares trading hands.