Item 2.01 Completion of Acquisition or Disposition of Assets
As referenced above, on
Pursuant to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of Company
common stock, no par value per share ("Company Common Stock"), issued and
outstanding immediately prior to the Effective Time was converted into the right
to receive 0.22 shares of Nicolet common stock ("Nicolet Common Stock") and
As a result of the Merger, Nicolet is issuing approximately 2.3 million shares
of Nicolet Common Stock, valued at
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Additionally, Nicolet, as successor to the Company, intends to file with the
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Company Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
As of the Effective Time, the Articles of Incorporation and the Third Amended
and Restated Bylaws of
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger between Nicolet Bankshares, Inc. andMackinac Financial Corporation , datedApril 12, 2021 (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed onApril 12, 2021 and incorporated herein by reference). 99.1 Press Release, datedSeptember 7, 2021 (filed as Exhibit 99.1 to Nicolet's Form 8-K filed onSeptember 7, 2021 and incorporated herein by reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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