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NCBS

Nicolet Bankshares

$72.63 /

+0.07 (+0.10%)

14:14
02/17/20
02/17
14:14
02/17/20
14:14

Nicolet Bankshares to acquire Commerce Financial

Nicolet Bankshares and Commerce Financial jointly announce the execution of a definitive merger agreement, pursuant to which Nicolet will acquire Commerce and its wholly-owned banking subsidiary, Commerce State Bank. Based on the financial results as of December 31, 2019, the combined company will have pro forma total assets of $4.3B, deposits of $3.6B and loans of $3.2B, as Commerce would represent approximately 16% of the combined company's year-end assets. 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 February 14, 2020 the merger consideration is valued at approximately $129.6M, which excludes Nicolet's pre-existing ownership of Commerce shares. 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 $82.00 per share, or fall below $62.00 per share. The estimated transaction value is a 1.9 multiple of Commerce's tangible book value as of December 31, 2019 and equates to approximately 18-times Commerce's 2019 after-tax income. Post-merger, Joe Fazio will join the Board of Directors of Nicolet Bankshares and Nicolet National Bank. Tom Hopp and Dave Borchardt, Commerce's President and CFO/COO, respectively, will join Nicolet National Bank. All customer-facing employees of Commerce are expected to stay on in the same capacity. 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 Commerce Bank are expected to open as Nicolet National Bank branches.

NCBS Nicolet Bankshares
$72.63 /

+0.07 (+0.10%)

04/18/19 Maxim
Nicolet Bankshares price target raised to $66 from $60 at Maxim

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