TROY, Mich., Aug. 6, 2014 /PRNewswire/ -- Talmer Bancorp,
Inc. (Nasdaq: TLMR) and First of Huron Corp. jointly
announced today the signing of a definitive agreement and plan of
merger ("Agreement") whereby Talmer Bancorp, Inc. will acquire
First of Huron Corp., and its wholly-owned bank subsidiary
Signature Bank, in an all-cash transaction. According to the terms
of the Agreement, Talmer Bancorp will acquire all of the
outstanding common stock of First of Huron Corp. in a transaction
valued at approximately $13.4
million.
Bob Thomas, Chief Executive
Officer of First of Huron Corp., stated, "I am proud of the Bank
our team has built and the positive impact we have had on the
communities we serve. We believe this transaction offers benefits
to our customers and the communities we serve, value for our
shareholders and opportunities for our employees. We are pleased to
partner with Talmer Bancorp, an organization with a demonstrated
commitment to the State of
Michigan as well as our local communities in Michigan's "Thumb" region. We want to
assure Signature Bank customers, shareholders and employees as we
move through to the closing of the transaction that we will work
transparently in making the transaction as smooth as possible."
"We are extremely pleased to announce the acquisition of First
of Huron Corp. and Signature Bank," commented David Provost, President and Chief Executive
Officer of Talmer Bancorp. "Signature Bank's eight offices and more
than a century of service in the Southeast Michigan market are a great
complement to our existing footprint. This opportunity is
consistent with our strategic focus of strengthening market
concentration in our existing markets and allows us to leverage our
existing capital and provide a broad array of deposit and lending
products throughout Signature Bank's footprint."
Under the terms of the Agreement, which has been unanimously
approved by the boards of directors of both companies, each holder
of outstanding shares of common stock of First of Huron Corp. will
receive cash consideration totaling $25.00 per common share. After the closing
of the transaction, First of Huron Corp. will merge into Talmer
Bancorp and Signature Bank will merge into Talmer Bancorp's
wholly-owned bank subsidiary, Talmer
Bank and Trust. Completion of the transaction is
subject to certain closing conditions, including customary
regulatory approvals and the approval of the shareholders of First
of Huron Corp. The transaction is expected to close in the fourth
quarter of 2014 or the first quarter of 2015.
First of Huron Corp. was advised by the investment banking firm
of Austin Associates, LLC. and the law firm of Shumaker, Loop &
Kendrick, LLP. Talmer Bancorp, Inc. was represented by the
law firm of Nelson Mullins Riley
& Scarborough LLP.
About Talmer Bancorp, Inc.
Headquartered in
Troy, Michigan, Talmer Bancorp,
Inc. is the holding company for Talmer
Bank and Trust and Talmer West
Bank. These banks, operating through branches and
lending offices in Michigan,
Ohio, Wisconsin, Indiana, Nevada and Illinois, offer a full suite of commercial and
retail banking, mortgage banking, wealth management and trust
services to small and medium-sized businesses and individuals.
About First of Huron Corporation
First of Huron Corp.
headquartered in Bad Axe, Michigan
is the holding company for Signature Bank. The bank has 8
branches serving Michigan's lower
peninsula "Thumb Region."
Forward-Looking Information
Some of the statements in
this joint press release of Talmer Bancorp, Inc. and First of Huron
Corp. are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements relating to the expected timing,
completion and other effects, including the transition of services,
and the intent, belief or current expectations of the banks,
regarding the proposed transaction. These forward looking
statements are subject to risks, uncertainties and other factors,
such as the inability to obtain the requisite regulatory approvals
for the proposed transaction and meet other closing terms and
conditions, the reaction to the transaction of the banks'
customers, employees and counterparties or difficulties related to
the transition of services, as well as additional risks and
uncertainties contained in the "Risk Factors" and the
forward-looking statement disclosure contained in Talmer Bancorp,
Inc.'s Annual Report on Form 10-K for the most recently ended
fiscal year, any of which could cause actual results to differ
materially from future results expressed or implied by those
forward-looking statements. All forward-looking statements
speak only as of the date of this press release. Neither
Talmer Bancorp, Inc. nor First of Huron Corp. undertakes any duty
to update any forward-looking statement made herein.
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SOURCE Talmer Bancorp, Inc.