MIDLAND, Mich. and BENTON HARBOR, Mich., Aug. 22 /PRNewswire/ -- Aloysius
J. Oliver, President and CEO of Chemical Financial Corporation (Nasdaq: CHFC),
and Dan L. Smith, Chairman and CEO of Shoreline Financial Corporation
(Nasdaq: SLFC), announced today that they have signed a definitive agreement
for the merger of Shoreline into Chemical in a transaction the two companies
consider a merger of equals.
Shoreline is a bank holding company headquartered in Benton Harbor,
Michigan, with total assets of $1.1 billion, total deposits of $830 million
and total loans of $742 million at June 30, 2000. Shoreline's bank
subsidiary, Shoreline Bank, provides a full range of banking and financial
services through 31 offices located in southwestern Michigan and one office in
northern Indiana.
Chemical is a multi-bank holding company headquartered in Midland,
Michigan, with total assets of $1.9 billion, total deposits of $1.6 billion
and total loans of $1.0 billion as of June 30, 2000. Its ten subsidiary banks
provide a broad array of banking and financial services through 88 "Chemical
Bank" offices in 24 counties across the mid-section of Michigan's lower
peninsula. Upon completion of this transaction, Chemical will have 120
banking offices, assets of $3 billion, and will be the fourth largest bank
holding company (based on assets) with headquarters in Michigan.
Mr. Oliver stated, "Shoreline is a high quality banking organization with
a solid earnings history. The merger with Shoreline will provide Chemical
significant new markets in the attractive southwestern Michigan area. We
believe Chemical's community bank philosophy will be well received and provide
strong demand for Chemical's banking services."
Mr. Smith added, "We view this transaction as a unique opportunity for
Shoreline's customers and shareholders. Chemical offers a broad variety of
banking and trust services while maintaining the same personal service our
customers have always enjoyed. For our shareholders, this affiliation will
give them ownership in a growing organization with a 25 year history of
consecutive increases in both annual per share earnings and dividends."
The merger is subject to approval by Shoreline and Chemical shareholders,
approval by banking regulators, and other customary conditions. It is
expected to be completed during the first quarter of 2001.
Mr. Oliver and Mr. Smith stated that both Chemical and Shoreline rescinded
their previously announced stock repurchase programs and discontinued stock
purchases.
The merger is intended to be structured as a "pooling of interests" for
accounting purposes and as a tax free exchange of shares. Shoreline
shareholders would receive a total of approximately 7.4 million shares of
Chemical common stock, using an exchange ratio of 0.64 shares of Chemical
stock for each share of Shoreline common stock, or approximately $15.04 per
share based on Chemical's closing price on August 21, 2000. Chemical will
increase the quarterly dividend on its common stock to $.24 per share with the
first quarterly dividend after the effective date of the merger. Chemical
anticipates approximately $10-12 million (pre-tax) of one-time merger related
charges. Chemical anticipates the transaction to be accretive to earnings per
share in 2002. The combined company is expected to have a market
capitalization of approximately $500 million.
Chemical common stock is traded on The Nasdaq National Market under the
symbol "CHFC."
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking
statements include expressions such as "anticipate," "believe," "expect,"
"intend," and "view," which are necessarily statements of belief as to the
expected outcomes of future events. Actual results could materially differ
from those presented. Internal and external factors that might cause such a
difference include, but are not limited to, the possibility that anticipated
cost savings and revenue enhancements from the merger may not be fully
realized within the expected time frame and that future circumstances could
cause business decisions or accounting treatment to be decided differently
than now intended. Actual results could materially differ from those
contained in, or implied by such statements. Chemical and Shoreline undertake
no obligation to release revisions to these forward-looking statements or
reflect events or conditions after the date of this release.
SOURCE Chemical Financial Corporation
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Company News On-Call:
http://www.prnewswire.com/comp/157448.html or fax,
800-758-5804, ext. 157448
CONTACT:
Aloysius J. Oliver of Chemical Financial
Corporation, 517-839-5350; or Dan L. Smith of Shoreline Financial
Corporation, 616-927-2251
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