Nicolet Bankshares, Inc. Announces Merger with MidWestOne Financial Group, Inc.

Core Viewpoint - The merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc. aims to create a leading community banking franchise in the Upper Midwest, enhancing their market presence and operational efficiencies [1][4]. Financial Overview - The combined entity will have pro forma total assets of $15.3 billion, deposits of $13.1 billion, and loans of $11.3 billion as of September 30, 2025 [2]. - The merger consideration is valued at approximately $864 million, translating to $41.37 per share for MidWestOne shareholders, based on Nicolet's stock price of $130.31 as of October 22, 2025 [3]. Transaction Structure - The merger will be executed as an all-stock transaction, with MidWestOne shareholders receiving 0.3175 shares of Nicolet common stock for each share they own [3]. - Upon completion, MidWestOne shareholders are expected to hold 30% of the combined company's outstanding shares [3]. Leadership and Strategic Intent - Leadership from both companies expressed enthusiasm about the merger, emphasizing a shared commitment to community service and customer relationships [4]. - The merger is described as transformational for Nicolet, with a focus on not just growth but also improving banking services [4]. Market Position and Synergies - The merger will create one of the largest community banks in the Upper Midwest, with significant economies of scale and strong profitability metrics [4]. - The combined bank will have a complementary geographic footprint, enhancing market share in Wisconsin, Iowa, Eastern Minnesota, and Northern Michigan [4]. Earnings Impact - Excluding certain merger-related charges, the transaction is anticipated to be approximately 37% accretive to 2026 earnings, with a negligible earnback period for tangible book value per share [5]. - The merger is subject to customary conditions, including regulatory approvals and shareholder votes, expected to close in the first half of 2026 [5]. Governance - The Board of Directors of the combined company will consist of eight members from Nicolet and four from MidWestOne [5]. - All directors and named executive officers from both companies have agreed to support the merger [6]. Advisory and Legal Support - Keefe, Bruyette & Woods served as financial advisor for Nicolet, while Piper Sandler & Co. provided similar services for MidWestOne [7].