Citizens Banking Corporation Completes Merger with Republic Bancorp Inc.
December 29 2006 - 5:20PM
PR Newswire (US)
FLINT, Mich., Dec. 29 /PRNewswire-FirstCall/ -- Citizens Banking
Corporation (NASDAQ:CBCF) ("Citizens") announced today that it
completed its merger with Republic Bancorp Inc. (NASDAQ:RBNC)
("Republic") to create the new Citizens Republic Bancorp ("Citizens
Republic"). The transaction is valued at approximately $1.050
billion in stock and cash. Based on September 30, 2006 total assets
of $14.0 billion, Citizens Republic Bancorp is the 45th largest
bank holding company headquartered in the United States and 2nd
largest bank holding company headquartered in Michigan. Key
Highlights of the Transaction: * Effective January 3, 2007,
Citizens Republic will be traded on NASDAQ under the symbol CRBC
with $2.0 billion in combined market capitalization, based on the
previous day's closing prices. * Based on Citizens' average closing
price of $27.03 for the ten trading day period ended December 28,
2006, the transaction is valued at $13.91 per Republic share and
represents total consideration of $1.050 billion. The aggregate
consideration consists of: - $154.9 million in cash - approximately
$885.1 million in value from 32.7 million Citizens shares valued
for accounting purposes at $27.03 per share - the exchange of
Republic stock options for Citizens stock options fair valued for
accounting purposes at approximately $10.4 million * Republic
shareholders who made valid cash elections will receive $13.91 per
share for approximately 65% of the shares covered by such election
and 0.5146 of a share of Citizens common stock for each remaining
share of Republic common stock covered by such election. * Republic
shareholders who made a valid stock election will receive 0.5146 of
a share of Citizens common stock per share of Republic common stock
for which they made such an election. Common stock received by
Republic shareholders is expected to qualify as a tax-free
exchange. * Republic shareholders who did not make a valid election
will receive 0.5146 of a share of Citizens common stock per share
of Republic common stock for which they did not make an election. *
In accordance with the terms of the merger agreement, Citizens will
not issue any fractional shares. Instead, Republic shareholders
will receive cash in lieu of any fractional share of Citizens
common stock at a rate of $27.03 per share. * The executive
management of Citizens Republic Bancorp is comprised of: - Jerry D.
Campbell as chairman - William R. Hartman as chief executive
officer - Dana M. Cluckey as president and chief operating officer
- Charles D. Christy as chief financial officer - John D. Schwab as
chief credit officer - Thomas F. Menacher as merger integration
officer. * The Board of Directors for Citizens Republic is
comprised of nine Citizens directors and seven Republic directors.
Corporate Profile Citizens Republic Bancorp is a diversified
financial services company providing a wide range of commercial,
consumer, mortgage banking, trust and financial planning services
to a broad client base. Citizens Republic Bancorp serves
communities in Michigan, Ohio, Wisconsin, and Indiana as Citizens
Bank and Republic Bank and in Iowa as F&M Bank, with a total of
269 offices and 286 ATMs. Citizens Republic Bancorp is the
second-largest bank holding company headquartered in Michigan with
roots dating back to 1871. Based on September 30, 2006 total
assets, Citizens Republic is the 45th largest bank holding company
headquartered in the United States. More information about Citizens
Republic Bancorp is available at http://www.citizensonline.com/ .
Safe Harbor Statement Discussions in this release that are not
statements of historical fact (including statements that include
terms such as "will," "may," "should," "believe," "expect,"
"anticipate," "estimate," "intend," and "plan") are forward-looking
statements that involve risks and uncertainties. Any forward-
looking statement is not a guarantee of future performance and
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements
include, but are not limited to, statements about the benefits of
the business combination transaction involving Citizens and
Republic, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other
statements that are not historical facts. The following factors,
among others, could cause actual results to differ from those set
forth in the forward-looking statements: the risk that the
businesses will not be integrated successfully; deposit attrition
and disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; competition and its effect on pricing, spending,
third-party relationships and revenues; movements in market
interest rates and secondary market volatility; and unfavorable
changes in economic and business conditions or the regulatory
environment. Additional factors that may affect future results are
contained in Citizens' and Republic's filings with the SEC, which
are available at the SEC's web site http://www.sec.gov/ . Citizens
and Republic disclaim any obligation to update and revise
statements contained in these materials based on new information or
otherwise. DATASOURCE: Republic Bancorp Inc.; Citizens Banking
Corporation CONTACT: Charles D. Christy of EVP & Chief
Financial Officer Citizens Banking Corporation, +1-810-237-4200, or
, or Kristine D. Brenner Investor Relations of Citizens Banking
Corporation, +1-810-257-2506, or +1-989-725-7337, or , or Web site:
http://www.republicbancorp.com/ http://www.citizensonline.com/
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