Election Deadline for Republic Bancorp Inc. Shareholders Is November 29, 2006
November 20 2006 - 3:57PM
PR Newswire (US)
FLINT, Mich. and ANN ARBOR, Mich., Nov. 20 /PRNewswire-FirstCall/
-- Citizens Banking Corporation (NASDAQ:CBCF) and Republic Bancorp
Inc. (NASDAQ:RBNC) today reiterated that the election deadline for
Republic shareholders to make merger consideration elections in
connection with the proposed merger is 5 p.m., New York City time,
on November 29, 2006. Republic shareholders of record wishing to
make an election regarding the form of consideration they would
prefer to receive must deliver to American Stock Transfer &
Trust Company, the exchange agent in the merger, the following:
properly completed election forms, together with their stock
certificates, a book-entry transfer of shares or a properly
completed notice of guaranteed delivery. These must be received by
American Stock Transfer & Trust Company by the election
deadline of 5 p.m., New York City time, on November 29, 2006.
Republic shareholders who hold their shares in "street name" may
have an election deadline earlier than November 29, 2006. They
should carefully review any materials they received from their
broker to determine the election deadline applicable to them. As
previously announced, Republic shareholders who hold their shares
through Republic's Tax Deferred Savings Plan will have an election
deadline of November 25, 2006, at 4 p.m. Eastern time. Republic
shareholders may elect to receive cash, shares of Citizens common
stock, or a combination of both, in exchange for each of their
shares of Republic common stock, in each case with a value
approximately equal to the sum of (a) 0.4378 multiplied by the
average of the closing prices on The Nasdaq Stock Market for
Citizens common stock during the ten trading days ending the day
before the completion of the merger and (b) $2.08. All elections
are subject to the proration procedures described in the joint
proxy statement/prospectus delivered to all shareholders. As a
result, shareholders who elect to receive entirely cash or entirely
Citizens common stock may receive a combination of cash and common
stock, and shareholders who elect to receive a combination of cash
and Citizens common stock may receive cash and common stock in a
different proportion from what they elected. Shareholders who do
not submit a properly completed election form to the exchange agent
by the election deadline will be deemed to have no preference as to
the form of consideration they will receive and will receive cash,
Citizens shares of common stock or a combination of both, depending
on the elections of other Republic shareholders. After Republic
shareholders have made their elections and tendered their Republic
shares of common stock to the exchange agent, they will be unable
to sell or transfer their shares of Republic common stock unless
they revoke their election prior to the election deadline. All of
the documents necessary to make an election were previously mailed
on or about October 27, 2006 to Republic shareholders of record as
of October 13, 2006. Republic shareholders of record may obtain
additional copies of the election documents by contacting the
Information Agent, The Altman Group, at (800) 499-6260. Republic
shareholders who hold their shares in "street name" may obtain
additional copies of the election documents by contacting their
broker. A more complete description of the merger consideration and
the proration procedures applicable to elections is contained in
the joint proxy statement/prospectus dated October 26, 2006, mailed
to Republic shareholders of record on or about October 27, 2006.
Republic shareholders are urged to read the joint proxy
statement/prospectus carefully and in its entirety. Copies of the
joint proxy statement/prospectus may be obtained for free by
following the instructions below under "Additional Information
About this Transaction." After the final results of the election
process are determined, Citizens expects to publicly announce how
much cash and how many shares of Citizens common stock were issued
to Republic shareholders in the merger. The proposed merger remains
subject to regulatory and shareholder approvals and the
satisfaction of the other conditions contained in the merger
agreement. About Citizens Citizens is a diversified financial
services company providing a full range of commercial, consumer,
mortgage banking, trust and financial planning services to a broad
client base. Citizens operates 181 branch, private banking, and
financial center locations throughout Michigan, Wisconsin and Iowa.
About Republic Republic, with $6.2 billion in assets, is the third
largest bank holding company headquartered in Michigan and the 82nd
largest bank holding company in the country. Its subsidiary,
Republic Bank, serves customers in Michigan, Ohio and Indiana with
88 retail, commercial and mortgage banking offices and 90 ATMs.
Republic has consistently been the #1 Small Business Administration
bank lender based in Michigan and one of the Midwest's top retail
mortgage lenders. Republic was named the 17th Best Company to Work
For by FORTUNE magazine (marking the 6th year on FORTUNE's "100
Best Companies to Work For" list) and named to Working Mother
magazine's list of "100 Best Companies for Working Mothers" for the
sixth year in a row. Additional Information About this Transaction
Republic shareholders are urged to read the joint proxy
statement/prospectus regarding the proposed merger of Citizens and
Republic, which was first mailed to Republic shareholders on or
about October 27, 2006, because it contains important information.
They may obtain a free copy of the joint proxy statement/prospectus
and other related documents filed by Citizens and Republic with the
Securities and Exchange Commission (SEC) at the SEC's web site at
http://www.sec.gov/. The joint proxy statement/prospectus and the
other documents also may be obtained for free by accessing
Citizens' website at http://www.citizensonline.com/ under the
Investor Relations section or by accessing Republic's website at
http://www.republicbancorp.com/ under the Investor Relations
section. Forward-looking Statements Statements in this news release
that are not historical facts should be considered forward-looking
statements with respect to Citizens or Republic. Forward-looking
statements of this type speak only as of the date of this release.
By nature, forward-looking statements involve inherent risk and
uncertainties. Various factors, including, but not limited to,
unforeseen local, regional, national or global events, economic
conditions, asset quality, interest rates, loan demand, changes in
business or consumer spending, borrowing or savings habits, deposit
growth, adequacy of the reserve for loan losses, competition, stock
price volatility, government monetary policy, anticipated expense
levels, changes in laws and regulations, the level of success of
the company's asset/liability management strategies as well as its
marketing, product development, sales and other strategies, the
effect of changes in accounting policies and practices, as may be
adopted by the regulatory agencies as well as the Financial
Accounting Standards Board and other accounting standard setters,
the costs and effects of litigation and of unexpected or adverse
outcomes in such litigation, matters related to the proposed
transaction between Citizens and Republic (including, among others,
receipt of regulatory approvals, risks related to integration
issues, and cost and revenue synergies) and changes in the
assumptions used in making the forward-looking statements, could
cause actual results to differ materially from those contemplated
by the forward-looking statements. Citizens and Republic undertake
no obligation to update or revise forward-looking statements to
reflect subsequent circumstances, events or information or for any
other reason. Visit our websites at http://www.citizensonline.com/
and http://www.republicbancorp.com/ for more information.
DATASOURCE: Republic Bancorp Inc. CONTACT: Charles D. Christy, EVP
& Chief Financial Officer, +1-810-237-4200, or , or Kathleen
Miller, Investor Relations, +1-810-257-2506, or , both of Citizens
Banking Corporation; or Thomas F. Menacher, EVP, Treasurer, &
Chief Financial Officer, +1-989-725-7337, or , or Kristine D.
Brenner, Director of Investor Relations, +1-989-725-7337, or , both
of Republic Bancorp Inc. Web site: http://www.republicbancorp.com/
http://www.citizensonline.com/
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