Nicolet Bankshares, Inc. Announces Merger with MidWestOne Financial Group, Inc.
Combination creates premier community banking franchise in the Upper Midwest
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Based on the financial results as of
Under the terms of the Agreement, which has been unanimously approved by the board of directors of both companies, Nicolet will exchange shares of its common stock for all of the outstanding shares of MidWestOne common stock, in an all-stock transaction. MidWestOne shareholders will be entitled to receive 0.3175 of a share of Nicolet common stock for each share of MidWestOne common stock they own upon the effective time of the merger, for aggregate merger consideration valued at approximately
Daniels added, “This is a transformational deal for Nicolet that we are announcing days away from the 25th anniversary of our Founding. Our goal with every acquisition is not just to become bigger, but to become a better bank. We have worked hard to put actions to those words. While we had high expectations when we founded Nicolet 25 years ago, few expected us to be where we are today. Now, along with the people at MidWestOne, we remain optimistic about our future, and very much look forward to seeing what our employees, customers, and shareholders can do to create continued shared success over the next 25 years.”
The proposed merger will create one of the largest community banks in the Upper Midwest with over
Excluding certain merger-related charges, the transaction, with cost savings fully phased in, is anticipated to be approximately 37% accretive to 2026 earnings, and mildly dilutive to tangible book value per share with a negligible earnback period. The merger is subject to a number of customary conditions, including the approvals of the appropriate regulatory authorities and approvals by the shareholders of both Nicolet and MidWestOne. It is expected that the transaction should be completed during the first half of 2026. Upon completion of the merger, it is expected the combined company’s Board of Directors will be comprised of eight members of Nicolet’s Board of Directors, including
In connection with the execution of the Agreement, all of the directors and named executive officers of MidWestOne and Nicolet have entered into support agreements pursuant to which they have agreed to vote their shares in favor of the merger.
Conference Call and Investor Presentation
Nicolet and MidWestOne will host a joint conference call at
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ABOUT MIDWESTONE FINANCIAL GROUP, INC.
MidWestOne
Forward Looking Statements
This communication contains statements that constitute “forward-looking statements” within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements include, but are not limited to, statements about the benefits of the proposed merger between Nicolet and MidWestOne, including future financial and operating results (including the anticipated impact of the proposed transaction on Nicolet’s and MidWestOne’s respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as “anticipate,” “believe,” “assume,” “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 of the future or otherwise regarding the outlook for Nicolet’s, MidWestOne’s or combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control or predict. A number of factors could cause actual results and outcomes to differ materially from those contemplated by these forward-looking statements These factors include, but are not limited to: (1) the risk that the cost savings and synergies of the proposed merger will not be realized or may take longer than anticipated to be realized; (2) the risk that integration of MidWestOne’s and Nicolet’s respective businesses will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (3) the parties’ inability to meet expectations regarding the timing of the proposed merger; (4) changes to tax legislation and their potential effects on the accounting for the merger; (5) the failure to obtain the necessary approvals by the shareholders of Nicolet or MidWestOne; (6) the ability by each of Nicolet and MidWestOne to obtain required governmental approvals of the proposed transaction on the timeline expected (which could be affected by government shutdowns), or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (7), the failure to satisfy other conditions to completion of the proposed merger, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (8) disruption to Nicolet’s business and to MidWestOne’s business as a result of the announcement and pendency of the proposed transaction, and the resulting diversion of management’s attention from ongoing business operations and opportunities; (9) potential reputational risk and reaction to the announcement of the proposed merger on Nicolet’s, MidWestOne’s or the combined company’s respective customers, suppliers, employees or other business partners; (10) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (11) dilution caused by Nicolet’s issuance of additional shares of Nicolet common stock in connection with the merger; (12) risks and uncertainties relating to management and oversight of the combined business and operations of Nicolet and MidWestOne following the closing of the proposed merger; (13) the possibility the combined company is subject to additional regulatory requirements as a result of the proposed merger or expansion of the combined company’s business operations following the proposed merger; (14) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Nicolet, MidWestOne or the combined company and (15) general competitive, economic, political and market conditions and fluctuations and other factors that may affect future results of Nicolet and MidWestOne including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities.
Additional factors which could affect future results of Nicolet and MidWestOne can be found in Nicolet’s or MidWestOne’s filings with the U.S. Securities and Exchange Commission (“SEC”), including in Nicolet’s Annual Report on Form 10-K for the year ended
All forward-looking statements included in this communication 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 MidWestOne 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.
Important Information About the Merger and Where to Find It
Nicolet intends to file a registration statement on Form S-4 with the
Participants in Solicitation
Nicolet, MidWestOne, and their respective 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 MidWestOne in connection with the proposed merger. Information about the directors and executive officers of Nicolet is available in Nicolet’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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.
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Investor Relations & Media Contacts:
MidWestOne:
Phone: 800.247.4418
Email: creeves@midwestone.com
bray@midwestone.com
Nicolet:
Phone: 920.430.1400
Email: mdaniels@nicoletbank.com
jgahnz@nicoletbank.com
eradzak@nicoletbank.com
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