On April 12, 2021, Mackinac and Nicolet issued
a joint press release announcing that the companies have entered into the Merger Agreement, pursuant to which Mackinac will merge with
and into Nicolet (the “Merger”). A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The Merger has been unanimously approved by
the board of directors of both companies. It is subject to shareholder approval of each company, regulatory approvals and other
customary closing conditions. The Merger is expected to close late in the third quarter of 2021. Upon consummation of the
transaction, the branch offices of mBank are expected to open as Nicolet National Bank branches.
Important Information for Investors
This report relates to the proposed merger transaction
involving Nicolet and Mackinac. In connection with the proposed merger, Nicolet and Mackinac 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, MACKINAC AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus
will be delivered to shareholders of Nicolet and Mackinac. 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 Mackinac will be available free of charge on Mackinac’s website at www.bankmbank.com.
Nicolet, Mackinac 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 Mackinac in connection with the proposed merger. Information about the directors and executive officers
of Nicolet and Mackinac 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 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 Mackinac is also included in
the proxy statement for its 2020 annual meeting of shareholders, which was filed with the SEC on April 22, 2020. 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.
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. 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.
Forward Looking Statements “Safe Harbor”
Statement Under the Private Securities Litigation Reform Act of 1995.
Certain statements contained in this report,
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, certain plans, expectations, goals, projections and benefits relating to the Merger
between Nicolet and Mackinac, 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. Please refer to each of Nicolet’s and Mackinac’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.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain and outside of the 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 with the SEC, risks and uncertainties for
Nicolet, Mackinac and the combined company include, but are not limited to: 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; the risk that integration of
Mackinac’s operations with those of Nicolet will be materially delayed or will be more costly or difficult than expected; the
parties’ inability to meet expectations regarding the timing, changes to tax legislation and the potential effects on the
accounting of the Merger; the inability to complete the merger due to the failure of Nicolet’s or Mackinac’s
shareholders to adopt the Merger Agreement; the failure to satisfy other conditions to completion of the Merger, including receipt
of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of
management's attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and
retaining key employees; the effect of the announcement of the Merger on Nicolet’s, Mackinac’s or the combined
company’s respective customer and employee relationships and operating results; the possibility that the Merger may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Nicolet’s
issuance of additional shares of Nicolet common stock in connection with the Merger; 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, Mackinac and the combined company; changes in consumer demand for financial services; and general competitive,
economic, political and market conditions and fluctuations. All forward-looking statements included in this report 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
Mackinac 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.
Investor Relations & Media Contacts:
Mackinac:
Paul Tobias – Chief Executive Officer, Mackinac Financial Corporation
Phone: 248.290.5901
Email: ptobias@bankmbank.com
Kelly George – President & CEO, mBank
Phone: 906.341.7140
Email: kgeorge@bankmbank.com
Nicolet:
Mike Daniels – President & CEO, Nicolet National Bank
Jeff Gahnz – VP, Marketing / Public Relations, Nicolet National
Bank
Phone: 920.430.1400
Email: mdaniels@nicoletbank.com or jgahnz@nicoletbank.com