GREEN BAY, Wis., Feb. 24, 2016 /PRNewswire/ -- Nicolet Bankshares,
Inc. (NASDAQ: NCBS) ("Nicolet"), the parent company of Nicolet National Bank, announces its recent
receipt of key regulatory approvals for the merger of Baylake Corp.
(NASDAQ: BYLK) ("Baylake") with and into Nicolet and the
merger of Baylake Bank with and into Nicolet National Bank.
On February 16, 2016, the Office
of the Comptroller of the Currency ("OCC") approved the application
to merge Baylake Bank into Nicolet National
Bank under the charter and title of the latter. The OCC
is the primary regulator of Nicolet
National Bank and will remain so after the effective date of
the merger.
Also the proposed merger of Baylake with and into Nicolet was
approved by the Wisconsin Department of Financial Institutions on
February 17 and by the Federal
Reserve Bank of Chicago on
February 23.
"Having the key regulatory approvals allows us to move to the
next step," said Bob Atwell,
Chairman and CEO of Nicolet. "Both Nicolet and Baylake have set
February 29, 2016 as the record date
for the special shareholder meetings, both targeted to be held on
April 12."
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 Baylake Corp.
Baylake Corp., headquartered in
Sturgeon Bay, Wisconsin, is the
bank holding company for Baylake Bank. Through Baylake Bank,
Baylake Corp. provides a variety of banking and financial services
from financial centers located throughout Northeast Wisconsin, in Brown, Door,
Kewaunee, and Outagamie
Counties. More information can be found at
www.baylake.com.
Important Information for Investors
This communication
relates to the proposed merger transaction involving Nicolet and
Baylake. In connection with the proposed merger, Nicolet and
Baylake 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,
BAYLAKE AND THE PROPOSED MERGER. When available, the joint
proxy statement/prospectus will be delivered to shareholders of
Nicolet and shareholders of Baylake. 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 Baylake will be available free of charge on
Baylake's website at www.baylake.com
Nicolet, Baylake 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 Baylake in
connection with the proposed merger. Information about the
directors and executive officers of Nicolet and Baylake 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 its
annual report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC
on March 9, 2015. Information
about the directors and executive officers of Baylake is also
included in the proxy statement for its 2015 annual meeting of
shareholders, which was filed with the SEC on April 24, 2015. 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.
Forward-Looking Statements
Forward Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995.
This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
which Congress passed in an effort to encourage companies to
provide information about their anticipated future financial
performance. This act protects a company from unwarranted
litigation if actual results are different from management
expectations. This report reflects the current views and
estimates of future economic circumstances, industry conditions,
company performance, and financial results of the management of
Nicolet and Baylake. These forward-looking statements are
subject to a number of factors and uncertainties which could cause
Nicolet's, Baylake's or the combined company's actual results and
experience to differ from the anticipated results and expectations
expressed in such forward-looking statements, and such differences
may be material. Forward-looking statements speak only as of
the date they are made and neither Nicolet nor Baylake assumes any
duty to update forward-looking statements. There are a number of
factors that could cause our actual results to differ materially
from those projected in such forward-looking statements.
In addition to factors previously disclosed in Nicolet's and
Baylake's reports filed with the SEC and those identified elsewhere
in this report, these forward-looking statements include, but are
not limited to, statements about (i) the expected benefits of the
transaction between Nicolet and Baylake and between Nicolet National Bank and Baylake Bank,
including future financial and operating results, cost savings,
enhanced revenues and the expected market position of the combined
company that may be realized from the transaction, and (ii)
Nicolet's and Baylake's plans, objectives, expectations and
intentions and other statements contained in this report that are
not historical facts. Other statements identified by words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "targets," "projects" or words of similar
meaning generally are intended to identify forward-looking
statements. These statements are based upon the current
beliefs and expectations of Nicolet's and Baylake's management and
are inherently subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond their
respective control. In addition, these forward-looking
statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change.
Actual results may differ from those indicated or implied in the
forward-looking statements and such differences may be
material.
The following risks, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Nicolet and Baylake may not integrate successfully or
the integration may be more difficult, time-consuming or costly
than expected; (2) the expected growth opportunities and cost
savings from the transaction may not be fully realized or may take
longer to realize than expected; (3) revenues following the
transaction may be lower than expected as a result of losses of
customers or other reasons, including issues arising in connection
with integration of the two banks; (4) deposit attrition, operating
costs, customer loss and business disruption following the
transaction, including difficulties in maintaining relationships
with employees, may be greater than expected; (5) governmental
approvals of the transaction may not be obtained on the proposed
terms or expected timeframe; (6) the terms of the proposed
transaction may need to be modified to satisfy such approvals or
conditions; (7) Nicolet's shareholders or Baylake's
shareholders may fail to approve the transaction; (8) reputational
risks and the reaction of the companies' customers to the
transaction; (9) diversion of management time on merger related
issues; (10) changes in asset quality and credit risk; (11) the
cost and availability of capital; (12) customer acceptance of the
combined company's products and services; (13) customer borrowing,
repayment, investment and deposit practices; (14) the introduction,
withdrawal, success and timing of business initiatives; (15) the
impact, extent, and timing of technological changes; (16) severe
catastrophic events in our geographic area; (17) a weakening of the
economies in which the combined company will conduct operations may
adversely affect its operating results; (18) the U.S. legal and
regulatory framework, including those associated with the Dodd
Frank Wall Street Reform and Consumer Protection Act, could
adversely affect the operating results of the combined company;
(19) the interest rate environment may compress margins and
adversely affect net interest income; and (20) competition from
other financial services companies in the companies' markets could
adversely affect operations. Additional factors that could
cause Nicolet's results to differ materially from those described
in the forward-looking statements can be found in Nicolet's reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K) filed with the SEC and
available at the SEC's website (www.sec.gov). Additional
factors that could cause Baylake's results to differ materially
from those described in the forward-looking statements can be found
in Baylake's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the SEC and available at the SEC's website
(www.sec.gov). All subsequent written and oral
forward-looking statements concerning Nicolet, Baylake or the
proposed merger or other matters and attributable to Nicolet,
Baylake or any person acting on either of their behalf are
expressly qualified in their entirety by the cautionary statements
above. Nicolet and Baylake do not undertake any obligation to
update any forward-looking statement, whether written or oral, to
reflect circumstances or events that occur after the date the
forward-looking statements are made.
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SOURCE Nicolet Bankshares, Inc.