UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 31, 2016
Talmer Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
Michigan (State or other jurisdiction of incorporation) |
001-36308 (Commission File Number) |
61-1511150 (IRS Employer Identification No.) |
|
2301 West Big Beaver Rd., Suite 525 Troy, Michigan (Address of principal executive offices) |
48084 (Zip Code) |
(248) 498-2802
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective at 5:01 p.m. Michigan time on August 31, 2016, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 25, 2016, by and between Talmer Bancorp, Inc. (“Talmer”) and Chemical Financial Corporation (“Chemical”), Talmer was merged with and into Chemical, with Chemical as the surviving corporation in the merger (the “Merger”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Talmer Class A common stock was converted into the right to receive 0.4725 shares of Chemical common stock and $1.61 in cash, without interest.
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 attached as Exhibit 2.1 to Talmer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2016.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule of Standard; Transfer of Listing.
On August 31, 2016, Talmer notified NASDAQ Stock Market LLC (“NASDAQ”) that the Merger would be effective at 5:01 p.m., Eastern Time, on August 31, 2016. After the closing of trading on August 31, 2016, NASDAQ filed with the SEC an application on Form 25 to remove Talmer’s Class A common stock from listing on NASDAQ and withdraw the registration of Talmer’s Class A common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.03. Material Modifications to Rights of Security Holders.
Upon the completion of the Merger, outstanding shares of Talmer’s Class A common stock were converted into the right to receive 0.4725 shares of Chemical common stock and $1.61 in cash, without interest. As described in Talmer’s Current Report on Form 8-K filed July 14, 2016, the Merger Agreement and the Merger were approved by Talmer’s shareholders at the special meeting of shareholders held on July 14, 2016. The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.01. Changes in Control of Registrant.
Upon the completion of the Merger on August 31, 2016, Talmer merged with and into Chemical and, accordingly, a change in control of Talmer occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item. 8.01. Other Events.
On August 31, 2016, Chemical issued a press release announcing the completion of the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Exhibit | |
| 2.1 |
Agreement and Plan of Merger between Chemical Financial Corporation and Talmer Bancorp, Inc. dated January 25, 2016 (incorporated by reference to Exhibit 2.1 to Talmer Bancorp, Inc.’s Current Report on Form 8-K filed on January 26, 2016)*
| |
| 99.1 | Press Release dated August 31, 2016 |
* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant
will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEMICAL FINANCIAL CORPORATION, | ||
| as successor to Talmer Bancorp, Inc. |
| Dated: August 31, 2016 | By: /s/ David B. Ramaker | |
| David B. Ramaker | ||
| Chief Executive Officer and President |
EXHIBIT 99.1
For further information:
David B. Ramaker, CEO
Dennis L. Klaeser, CFO
989-839-5350
CHEMICAL FINANCIAL CORPORATION COMPLETES MERGER WITH
TALMER BANCORP, INC.
Five new directors named to Chemical’s Board; Two banking executives named to Executive Management Leadership Committee
Midland, MI, August 31, 2016 --- Chemical Financial Corporation ("Chemical") (Nasdaq: CHFC), holding company for Chemical Bank, announced today that it completed its previously announced merger with Talmer Bancorp, Inc. ("Talmer"), holding company for Talmer Bank and Trust, in a cash and stock transaction valued at approximately $1.7 billion based on Chemical's closing stock price on August 31, 2016. Subsequent to the closing, Chemical and its affiliates had, on a pro forma basis as of June 30, 2016, $17.2 billion in consolidated assets, $12.7 billion in consolidated loans, and $12.7 billion in consolidated deposits, with 262 locations primarily in Michigan, Northeast Ohio and other contiguous states.
Chemical also announced that Gary Torgow, former Chairman of Talmer Bancorp, Inc., will join the Chemical Financial Corporation Board, as Chairman, succeeding David B. Ramaker, who will remain a director as well as Chief Executive Officer and President of Chemical. Also named to the Board were: Ronald A. Klein, Chief Executive Officer, Origen Financial, Inc.; Barbara J. Mahone, retired Executive Director, Human Resources, General Motors Corporation; David T. Provost, Vice Chairman of Chemical and former Chief Executive Officer and President, Talmer Bancorp, Inc.; and, Arthur A. Weiss, Chairman of the Board of the law firm Jaffe, Raitt, Heuer & Weiss, expanding the Board to 12 directors.
“We are delighted to welcome Gary, Dave and the entire Talmer team to the Chemical family. By combining two talented banking organizations, with shared banking philosophies and strong track records of organic and acquisitive growth, into a single $17 billion, Midwest-focused institution, we can better serve our customers, communities, colleagues and shareholders going forward,” said David B. Ramaker, Chief Executive Officer and President of Chemical Financial Corporation.
Chemical also announced that two former Talmer executives have joined Chemical's Executive Management Leadership Committee, expanding the committee to 11 members: Dennis L. Klaeser was named Executive Vice President and Chief Financial Officer, succeeding Lori A. Gwizdala, who will remain Executive Vice President of Special Projects; and, Thomas C. Shafer was named Executive Vice President and Director of Regional and Community Banking.
Talmer Bank and Trust will continue to operate as a separate subsidiary of Chemical until its planned consolidation with and into Chemical Bank, which is scheduled to occur concurrently with the conversion of data processing platforms in the fourth quarter of 2016. Following the consolidation and the data processing platform conversions, all Talmer Bank and Trust locations will operate under the Chemical Bank name.
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Chemical was advised by the investment banking firm of Sandler O'Neill + Partners and the law firm of Warner Norcross & Judd LLP. Talmer was advised by the investment banking firm of Keefe, Bruyette & Woods and the law firm of Nelson Mullins Riley & Scarborough, LLP.
About Chemical Financial Corporation
Chemical Financial Corporation is the largest banking company headquartered and operating branch offices in Michigan. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. In addition, Chemical Financial Corporation will be added to the S&P MidCap 400 Index upon the closing of the merger. More information about Chemical is available by visiting the investor relations section of its website at www.chemicalbankmi.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding Chemical's outlook or expectations with respect to the merger, the expected impact of the transaction on Chemical's future financial performance and consequences of the integration of Talmer into Chemical.
Forward-looking statements are not guarantees of future financial performance and are subject to risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Chemical assumes no duty to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Risk factors relating both to the merger and the integration of Talmer into Chemical after closing include, without limitation:
| • | The merger may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events. |
| • | The integration of Talmer’s business and operations into Chemical, which will include conversion of Talmer’s operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Chemical's or Talmer’s existing businesses. |
| • | Chemical’s ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Chemical may incur more credit losses than expected and customer and employee attrition may be greater than expected. |
| • | The outcome of pending or threatened litigation, whether currently existing or commencing in the future, including litigation related to the transaction. |
| • | The challenges of integrating, retaining and hiring key personnel. |
| • | Failure to attract new customers and retain existing customers in the manner anticipated. |
In addition, risk factors include, but are not limited to, the risk factors described in Item 1A of Chemical's Annual Report on Form 10-K for the year ended December 31, 2015. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
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