Nicolet Bankshares Inc. · NYSE:NIC
Nicolet Bankshares — Merger or Acquisition (June 2021)
15 slides from Nicolet Bankshares's merger presentation, Jun 22, 2021
Slide 1: Acquisition of County Bancorp, Inc.
Working with Marketing on new style & color scheme throughout Acquisition of County Bancorp, Inc. June 22, 2021
Slide 2: Securities Legend
Securities Legend 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 sec
Slide 3: Securities Legend
Securities Legend Important Information and Where to Find It This communication relates to the proposed merger transaction involving Nicolet and County. In connection with the proposed merger, Nicolet and County will file a joint proxy statement/prospectus on Form S-4 and other relevant documents co
Slide 4: The Upper Midwest's Premier Community Bank
The Upper Midwest’s Premier Community Bank + Additional Scale. Creates the second largest bank \ headquartered and the #1 bank lending to the dairy industry in the state of Wisconsin Diversification. County’s ag portfolio provides additional diversification to Nicolet, comprising roughly 15% of the
Slide 5: Transaction Highlights & Rationale
Transaction Highlights & Rationale Establishes Nicolet as #1 Banking Dairy Lender in the state of Wisconsin Creates an additional niche business line that further diversifies Nicolet’s existing loan Strategic portfolio and can be scaled and fully funded using Nicolet’s excess liquidity Rationale
Slide 6: County Bancorp Financial Highlights & Market Overview
County Bancorp Financial Highlights & Market Overview County Bancorp Market Overview County Financial Branch Map • #1 Banking dairy lender in the state of Wisconsin with WI Counties with lending relationships in 55 of the state’s 72 counties lending relationships • Strong local presence in home mark
Slide 7: Leading Deposit Market Share in WI and Upper Peninsula
Leading Deposit Market Share in WI and Upper Peninsula Pro Forma Branch Map: Nicolet branches (36) County branches (4) Mackinac branches (28) Note: Map does not include County’s loan production offices in Eau Claire, Sheboygan, Fond du Lac, and Darlington, Wisconsin 7
Slide 8: A Leading Business Bank in its Markets: Loan and Deposit Portfolio
A Leading Business Bank in its Markets Nicolet - $3.9B County - $1.0B Combined - $4.9B Consumer Ag Residential RE Ag Consumer 1.2% 2.8% 20.2% Ag 14.6% 1.0% Const & Land 60.0% Const & Land Const & Land Residential RE 5.8% 4.9% 1.3% 16.8% Loan Portfolio Commercial RE - C&I Owner Occ 11.7% 18.5% Commer
Slide 9: Dairy-Related Lending
Dairy-Related Lending Niche Dairy Lending Origins High Personal Touch Model Credit & Risk Management Banking Dairy lender in Strong advisor / #1 Wisconsin partnership model County’s A Expertise Valuably Serving Local Markets Ever-evolving with the Industry Securing the Following: Seasoned Ag. & Da
Slide 10: Comprehensive Due Diligence Process
Comprehensive Due Diligence Process Nicolet is an experienced acquirer having announced seven bank acquisitions since 2013 Disciplined Long track record of earnings and tangible book value growth Acquirer Historically out-performed initial cost savings estimates Concurrent close & convert mo
Slide 11: Transaction Overview and Assumptions
Transaction Overview and Assumptions • 0.48x shares of Nicolet OR $37.18 in cash for each share of County, subject to 80% stock / 20% consideration mix Transaction • Total transaction value of $219 million (1) Structure • County to merge with and into Nicolet; Investors Community Bank to merge with
Slide 12: Multiples and Pro Forma Impact
Multiples and Pro Forma Impact Transaction Value / Tangible Book Value (3/31/2021) • 138% Pay to Trade Ratio (1) • 70% Transaction Value / LTM Earnings • 15.3x Transaction Value / 2022E Earnings (2) • 18.5x Transaction Value / 2022E Earnings + Synergies (2) (3) • 10.6x Pro Forma with MFNC Standalone
Slide 13: Experienced & Seasoned M&A Leader in the Upper Midwest
Experienced & Seasoned M&A Leader in the Upper Midwest $7.5 B $4.6 B Assets $3.6 B $3.1 B $2.9 B $2.3 B $1.2 B $1.2 B $1.2 B $0.7 B 2012 2013 2014 2015 2016 2017 2018 2019 2020 Pro Forma 2016 2017 2013 First Menasha 2019 2020 Mid-Wisconsin Financial Services Baylake Corp Bancshares Choice Bancorp Ad
Slide 14: Summary Transaction Highlights
Summary Transaction Highlights County is the ideal partner, accelerating the ability to deploy excess liquidity into higher- growth lending opportunities, in addition to substantially improving County’s funding costs Attractive financial returns with solid EPS accretion, minimal tangible book value
Slide 15: Contact: Mike Daniels, President & CEO
Mike Daniels President & CEO (920) 430-7318 mdaniels@nicoletbank.com Bob Atwell Executive Chairman (920) 430-7317 batwell@nicoletbank.com Phil Moore Chief Financial Officer (920) 617-8159 pmoore@nicoletbank.com Eric Radzak Corporate Development Officer / Investor Relations (920) 617-4540 eradzak@nic
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