Item 1.01 Entry into a Material Definitive Agreement.
Mackinac Financial Corporation ("Mackinac") and Nicolet Bankshares, Inc.
("Nicolet") entered into an Agreement and Plan of Merger, dated April 12, 2021
(the "Merger Agreement"), pursuant to which Mackinac will merge with and into
Nicolet (the "Merger"). Following the Merger, mBank, the wholly-owned bank
subsidiary of Mackinac ("mBank"), will merge with and into Nicolet National
Bank, Nicolet's wholly-owned bank subsidiary, with Nicolet National Bank
continuing as the surviving bank, with all bank branches operating under the
Nicolet National Bank brand.
Nicolet and Mackinac have agreed to prepare and file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4, which will
include a proxy statement/prospectus to be mailed to both Mackinac and Nicolet
shareholders. As soon as practicable following effectiveness of the registration
statement on Form S-4, Mackinac and Nicolet will each call a special shareholder
meeting to approve the Merger Agreement.
Merger Consideration: Pursuant to the terms and subject to the conditions set
forth in the Merger Agreement, at the effective time of the Merger, Mackinac
shareholders shall receive 0.22 shares of Nicolet common stock and $4.64 in cash
for each share of Mackinac common stock with total consideration to consist of
approximately 80% stock and 20% cash.
Closing Conditions: Consummation of the Merger is subject to certain customary
closing conditions, including without limitation, (i) approval of the Merger
Agreement by Mackinac and Nicolet shareholders, (ii) the receipt of all
requisite regulatory approvals, and (iii) receipt of a tax opinion of Nicolet's
counsel that the Merger will qualify as a tax-free reorganization.
Representations, Warranties and Covenants:The Merger Agreement includes detailed
representations, warranties and covenant provisions that are customary for
transactions of this type.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
The representations and warranties set forth in the Merger Agreement have been
made solely for the benefit of the parties to the Merger Agreement. In addition,
such representations and warranties (i) have been made only for the purpose of
the Merger Agreement; (ii) have been qualified by the disclosures made to the
other party in connection with the Merger Agreement; (iii) are subject to
materiality qualifications contained in the Merger Agreement, which may differ
from what may be viewed as material by investors; and (iv) have been included in
the Merger Agreement for the purpose of allocating risk between the contracting
parties and not for the purpose of establishing such matters as facts. Based
upon the foregoing reasons, you should not rely on the representations and
warranties as statements of factual information. Investors should read the
Merger Agreement together with the other information concerning Nicolet and
Mackinac that is in reports and statements filed with the SEC.
Item 8.01 Other Events.
On April 12, 2021, Mackinac and Nicolet issued a joint press release announcing
that the companies have entered into the Merger Agreement, pursuant to which
Mackinac will merge with and into Nicolet (the "Merger"). A copy of the joint
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The Merger has been unanimously approved by the board of directors of both
companies. It is subject to shareholder approval of each company, regulatory
approvals and other customary closing conditions. The Merger is expected to
close late in the third quarter of 2021. Upon consummation of the transaction,
the branch offices of mBank are expected to open as Nicolet National Bank
branches.
Important Information for Investors
This report relates to the proposed merger transaction involving Nicolet and
Mackinac. In connection with the proposed merger, Nicolet and Mackinac will file
a joint proxy statement/prospectus on Form S-4 and other relevant documents
concerning the merger with the Securities and Exchange Commission (the "SEC").
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
JOINT 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
JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT NICOLET, MACKINAC AND THE PROPOSED MERGER. When available, the joint proxy
statement/prospectus will be delivered to shareholders of Nicolet and Mackinac.
Investors may obtain copies of the joint proxy statement/prospectus and other
relevant documents (as they become available) free of charge at the SEC's
website (www.sec.gov). Copies of the documents filed with the SEC by Nicolet
will be available free of charge on Nicolet's website at www.nicoletbank.com.
Copies of the documents filed with the SEC by Mackinac will be available free of
charge on Mackinac's website at www.bankmbank.com.
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Nicolet, Mackinac and certain of their directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Nicolet and the shareholders of
Mackinac in connection with the proposed merger. Information about the directors
and executive officers of Nicolet and Mackinac will be included in the joint
proxy statement/prospectus for the proposed transaction filed with the SEC.
Information about the directors and executive officers of Nicolet is also
included in the proxy statement for its 2021 annual meeting of shareholders,
which was filed with the SEC on March 2, 2021. Information about the directors
and executive officers of Mackinac is also included in the proxy statement for
its 2020 annual meeting of shareholders, which was filed with the SEC on April
22, 2020. Additional information regarding the interests of such participants
and other persons who may be deemed participants in the transaction will be
included in the joint proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, 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 any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Forward Looking Statements "Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995.
Certain statements contained in this report, 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 Merger
between Nicolet and Mackinac, 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. Please refer to each of
Nicolet's and Mackinac's Annual Report on Form 10-K for the year ended December
31, 2020, 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.
Forward-looking statements are not historical facts but instead express only
management's beliefs regarding future results or events, many of which, by their
nature, are inherently uncertain and outside of the 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, Mackinac and the combined company
include, but are not limited to: 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; the risk that integration of Mackinac's
operations with those of Nicolet will be materially delayed or will be more
costly or difficult than expected; the parties' inability to meet expectations
regarding the timing, changes to tax legislation and the potential effects on
the accounting of the Merger; the inability to complete the merger due to the
failure of Nicolet's or Mackinac's shareholders to adopt the Merger Agreement;
the failure to satisfy other conditions to completion of the Merger, including
receipt of required regulatory and other approvals; the failure of the proposed
transaction to close for any other reason; diversion of management's attention
from ongoing business operations and opportunities due to the Merger; the
challenges of integrating and retaining key employees; the effect of the
announcement of the Merger on Nicolet's, Mackinac's or the combined company's
respective customer and employee relationships and operating results; the
possibility that the Merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; dilution caused by
Nicolet's issuance of additional shares of Nicolet common stock in connection
with the Merger; the magnitude and duration of the COVID-19 pandemic and its
impact on the global economy and financial market conditions and the business,
results of operations and financial condition of Nicolet, Mackinac and the
combined company; changes in consumer demand for financial services; and general
competitive, economic, political and market conditions and fluctuations. All
forward-looking statements included in this report 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 Mackinac 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.
Investor Relations & Media Contacts:
Mackinac:
Paul Tobias - Chief Executive Officer, Mackinac Financial Corporation
Phone: 248.290.5901
Email: ptobias@bankmbank.com
Kelly George - President & CEO, mBank
Phone: 906.341.7140
Email: kgeorge@bankmbank.com
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Nicolet:
Mike Daniels - President & CEO, Nicolet National Bank
Jeff Gahnz - VP, Marketing / Public Relations, Nicolet National Bank
Phone: 920.430.1400
Email: mdaniels@nicoletbank.com or jgahnz@nicoletbank.com
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger between Nicolet Bankshares, Inc.
and Mackinac Financial Corporation dated April 12, 2021
99.1 Joint Press Release of Nicolet Bankshares, Inc. and Mackinac
Financial Corporation dated April 12, 2021
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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