Nicolet Bankshares, Inc.(“Nicolet”) and Choice Bancorp, Inc. (“Choice”) jointly announce the execution of a definitive merger agreement, pursuant to which Nicolet will acquire Choice and its wholly-owned banking subsidiary, Choice Bank (“Choice Bank”). The move will expand Nicolet’s presence in the greater Oshkosh marketplace to the lead-local community bank as measured by deposit market share.
Based on the financial results as of March 31, 2019, the combined company would have pro forma total assets of $3.5 billion, deposits of $2.8 billion and loans of $2.5 billion.
Mike Daniels, President and CEO of Nicolet National Bank said, “We have followed Choice closely since management and the Board formed the bank in 2006 and admire what they have built in greater Oshkosh. Choice represents the perfect example of a franchise we look to partner with – a local community bank that has maintained a deep longstanding relationship with their customers and shareholders. We are excited to welcome those customers and shareholders as our own.”
Scott Sitter, President and CEO of Choice said, “Banking is ever-evolving. In order to best serve our customers, we needed a partner to bring additional resources. Nicolet is a perfect fit. We are very similar when it comes to serving our customers and the community. We both believe in relationship-driven lending and problem solving. I am excited to be a part of a growing, successful community bank like Nicolet.”
Bob Atwell, CEO and Chairman of Nicolet said, “This merger is about combining resources and people to help Oshkosh and the surrounding communities. Our goal is always better, not bigger. We will work hard to make this transition smooth for customers and employees.”
Transaction Information
Under the terms of the merger agreement, Nicolet will acquire Choice with Nicolet being the surviving corporation. In the merger, Choice shareholders shall receive 0.5 share of Nicolet common stock for each share of Choice stock. Based on Nicolet’s closing price of $61.13 as of Wednesday, June 26th, the merger consideration is valued at approximately $72.4 million, which excludes Nicolet’s pre-existing ownership of Choice 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 $67.00 per share, or fall below $55.00 per share.
The estimated transaction value is a 2.0 multiple of Choice’s tangible book value as of March 31, 2019 and equates to approximately 15.9x Choice’s trailing twelve-month net income through March 31, 2019. Additional assumptions and metrics can be found with the attached Financial Supplement.
Leadership/Employee Information
Post-merger, Scott Sitter will join the management team of Nicolet and will be the Senior Vice President and Commercial Banking Manager of Oshkosh/Fox Valley. The customer-facing employees of Choice are expected to stay on in the same capacity.
Approvals and Closing Date
The transaction has been unanimously approved by the board of directors of both companies. It is subject to Choice shareholder approval, regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter of 2019. Upon consummation of the transaction, both branch offices of Choice Bank are expected to open as Nicolet National Bank branches, while Nicolet’s existing branch at 400 N. Koeller Street in Oshkosh is expected to close and consolidate with continued service out of the legacy Choice branches.
Advisors
Bryan Cave Leighton Paisner LLP served as legal counsel to Nicolet in this transaction. Stephens Inc. served as financial advisor and provided a fairness opinion to Choice, and Reinhart Boerner Van Deuren s.c. served as Choice’s legal counsel.
About Nicolet Bankshares, Inc.
Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches in Northeast and Central Wisconsin and the upper peninsula of Michigan. More information can be found at www.nicoletbank.com.
About Choice Bancorp, Inc.
Choice Bancorp, Inc. is a $441 million bank holding company headquartered in Oshkosh, Wisconsin. Choice’s wholly-owned bank subsidiary, Choice Bank, is a full-service community-oriented commercial bank that was chartered in 2006 and has two branches in Oshkosh, Wisconsin. More information can be found at www.choice.bank.
