Current Report Filing (8-k)
August 31 2016 - 5:08PM
Edgar (US Regulatory)
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)
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001-36308
(Commission File Number)
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61-1511150
(IRS Employer
Identification No.)
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2301 West Big Beaver Rd., Suite 525
Troy, Michigan
(Address of principal executive offices)
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48084
(Zip Code)
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(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.
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Exhibit
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2.1
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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)*
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99.1
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Press Release dated August 31, 2016
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* 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.
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CHEMICAL FINANCIAL CORPORATION,
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as successor to Talmer Bancorp, Inc.
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Dated: August 31
, 2016
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By:
/s/ David B. Ramaker
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David B. Ramaker
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Chief Executive Officer and President
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