Chemical Financial Corporation and TCF Financial Corporation Receive Regulatory Approval for Merger of Equals
July 16 2019 - 3:20PM
Business Wire
Merger expected to be completed on August 1,
2019
Chemical Financial Corporation (Chemical) (NASDAQ: CHFC) and TCF
Financial Corporation (TCF) (NYSE: TCF) today jointly announced the
receipt of regulatory approval from the Board of Governors of the
Federal Reserve System to complete the proposed merger of equals in
which TCF will merge into Chemical. The Federal Reserve approval
follows recent approvals from the Office of the Comptroller of the
Currency and from shareholders of both companies. All necessary
regulatory approvals have now been received and the companies
expect to close the merger on August 1, 2019, subject to
satisfaction of customary closing conditions.
Once the merger is completed, the company will be renamed and
operate as TCF Financial Corporation and will trade on NASDAQ under
the ticker symbol “TCF”. Each current share of TCF common stock
will be converted into 0.5081 shares of the new company common
stock at closing.
“We are pleased to have received all necessary approvals for our
merger of equals and we look forward to completing the transaction
ahead of schedule,” said Craig R. Dahl, TCF chairman and chief
executive officer. “Our teams have worked collaboratively and
efficiently on our integration planning and their efforts will
position us well to begin delivering on the value for shareholders
we outlined at the onset of the transaction.”
“With the support of our shareholders and approval from our
regulators, we are ready to leverage the complementary strengths of
both organizations as we come together to create a premier Midwest
bank,” said Gary Torgow, Chemical’s executive chairman. “We look
forward to executing on our shared strategic vision to create value
and opportunities for our shareholders, customers, employees and
the communities we serve.”
Upon completion of the merger, the combined company is expected
to have over $46 billion in total assets and be a top 10 bank in
the Midwest based on deposit market share. With more than 500
combined branches across nine states, the new TCF will have a
substantial presence in key Midwest markets including Detroit,
Minneapolis, Chicago, Milwaukee and greater Michigan.
About Chemical Financial Corporation
Chemical Financial Corporation is the largest banking company
headquartered and operating branches in Michigan. Chemical operates
through its subsidiary bank, Chemical Bank, with 212 banking
offices located primarily in Michigan, northeast Ohio and northern
Indiana. As of March 31, 2019, Chemical had total consolidated
assets of $21.8 billion. Chemical Financial Corporation’s common
stock trades on The NASDAQ Stock Market under the symbol CHFC and
is one of the issuers comprising The NASDAQ Global Select Market
and the S&P MidCap 400 Index. More information about Chemical
Financial Corporation is available by visiting the “Investor
Information” section of its website at www.chemicalbank.com.
About TCF Financial Corporation
TCF is a Wayzata, Minnesota-based national bank holding company.
As of March 31, 2019, TCF had $24.4 billion in total assets and 312
bank branches in Illinois, Minnesota, Michigan, Colorado,
Wisconsin, Arizona and South Dakota providing retail and commercial
banking services. TCF, through its subsidiaries, also conducts
commercial leasing and equipment finance business in all 50 states
and commercial inventory finance business in all 50 states and
Canada. For more information about TCF, please visit
http://ir.tcfbank.com.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release, which are not
historical in nature are intended to be, and hereby are identified
as, forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “will,”
“may,” “anticipate,” “create,” “plan,” “expect,” “should,” and
“could” and variations of such words and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements are subject to risks, uncertainties and
assumptions that are difficult to predict with regard to timing,
extent, likelihood and degree of occurrence, which could cause
actual results to differ materially from anticipated results. Such
risks, uncertainties and assumptions, include, among others, the
following:
- the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the merger agreement;
- the outcome of any legal proceedings that may be instituted
against Chemical or TCF;
- the possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy,
competitive factors in the areas where Chemical and TCF do
business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with respect to the
transaction, or any change in the assumptions used regarding the
assets purchased and liabilities assumed to determine their fair
value;
- the integration of the businesses and operations of Chemical
and TCF, which may take longer than anticipated or be more costly
than anticipated or have unanticipated adverse results relating to
Chemical’s or TCF’s existing businesses;
- business disruptions following the merger; and
- other factors that may affect future results of Chemical and
TCF including changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; the impact, extent and
timing of technological changes; capital management activities; and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Additional factors that could cause results to differ materially
from those described above can be found in the risk factors
described in Item 1A of each of Chemical’s and TCF’s Annual Report
on Form 10-K filed with the SEC for the year ended December 31,
2018 and in the Joint Proxy Statement/Prospectus regarding the
proposed merger that was filed with the SEC on May 3, 2019 pursuant
to Rule 424(b)(3) by Chemical and on Schedule 14A by TCF. Chemical
and TCF disclaim any obligation to update or revise any
forward-looking statements contained in this press release, which
speak only as of the date hereof, whether as a result of new
information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190716005966/en/
Chemical Financial Corporation Investor Relations: Dennis
Klaeser, (248) 498-2848, investorinformation@ChemicalBank.com
Media: Tom Wennerberg, (248) 498-2872,
Tom.Wennerberg@ChemicalBank.com
TCF Financial Corporation Investor Relations: Timothy
Sedabres, (952) 745-2766, investor@tcfbank.com
Media: Mark Goldman, (952) 475-7050, news@tcfbank.com
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