Item 8.01 Other Events.
As previously announced, County Bancorp, Inc. ("County") and Nicolet Bankshares,
Inc. ("Nicolet") entered into an Agreement and Plan of Merger dated June 22,
2021 (the "Merger Agreement"), pursuant to which County will merge with and into
Nicolet (the "Merger"). Immediately following the Merger, Investors Community
Bank, the wholly owned bank subsidiary of County, will merge with and into
Nicolet's wholly owned bank subsidiary, Nicolet National Bank (the "Bank
Merger"), with Nicolet National Bank as the surviving entity in the Bank Merger.
As of September 7, 2021, Nicolet had received all regulatory approvals for the
Merger and the Bank Merger. Completion of the Merger remains subject to approval
by shareholders of both Nicolet and County, as well as other customary closing
conditions. Assuming shareholder approval is received and other closing
conditions are satisfied, County and Nicolet expect to complete the Merger on
December 3, 2021.
Important Information for Investors
This communication relates to the proposed merger transaction involving Nicolet
and County. In connection with the proposed merger, Nicolet and County have
filed 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, ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT
PROXY STATEMENT-PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, COUNTY, AND THE
PROPOSED MERGER.
The joint proxy statement-prospectus was mailed to shareholders of Nicolet and
County on or about August 30, 2021. 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 are available free of charge on
Nicolet's website at www.nicoletbank.com. Copies of the documents filed with the
SEC by County are available free of charge on County's website at
Investors.ICBK.com/documents.
Nicolet, County and certain of 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 County in connection with the proposed merger. Information about
the directors and executive officers of Nicolet and County is 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 County is also included in the proxy statement for its
2021 annual meeting of shareholders, which was filed with the SEC on April 5,
2021. Additional information regarding the interests of such participants and
other persons who may be deemed participants in the transaction is included in
the joint proxy statement-prospectus and the other relevant documents filed with
the SEC. Free copies of this document may be obtained as described in the
preceding paragraph.
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. This communication is also
not a solicitation of any vote in any jurisdiction pursuant to the proposed
transactions or otherwise. 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. The communication is not a substitute for the joint proxy
statement-prospectus that Nicolet and County have filed with the SEC.
Forward-Looking Statements "Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995
Certain statements contained in this communication, 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,
statements about County's and Nicolet's expectations regarding the closing of
the Merger and the Bank Merger, all of 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. Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or events, many of
which, by
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their nature, are inherently uncertain and outside of 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 and
County with the SEC, risks and uncertainties, including but not limited to risks
and uncertainties for Nicolet, County, and the combined company with respect to
the proposed merger, that may cause actual results or outcomes to differ
materially from those anticipated include, but are not limited to: (1) 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; (2) the
risk that integration of County's operations with those of Nicolet will be
materially delayed or will be more costly or difficult than expected; (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 inability to complete the proposed merger due
to the failure of Nicolet's or County's shareholders to approve and adopt the
merger agreement between Nicolet and County; (6) the failure to satisfy other
conditions to completion of the proposed merger, including receipt of any
additional required approvals; (7) the failure of the proposed merger to close
for any other reason; (8) diversion of management's attention from ongoing
business operations and opportunities due to the proposed merger; (9) the
challenges of integrating and retaining key employees of County and / or Nicolet
after the merger; (10) the effect of the announcement of the proposed merger on
Nicolet's, County's, and / or the combined company's respective customer and
employee relationships and operating results; (11) the possibility that the
proposed merger may be more expensive to complete than anticipated, including as
a result of unexpected factors or events; (12) dilution caused by Nicolet's
issuance of additional shares of Nicolet common stock in connection with the
proposed merger; (13) 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, County, and
the combined company; (14) changes in consumer demand for financial services;
and (15) general competitive, economic, political and market conditions and
fluctuations. Please refer to each of Nicolet's and County'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.
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, County does not assume any obligation to update any
forward-looking statement to reflect events or circumstances that occur after
the date the forward-looking statements were made.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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