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.
SOURCE Republic Bancorp Inc.
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Related links:
http://www.republicbancorp.com
http://www.citizensonline.com
CONTACT:
Charles D. Christy, EVP & Chief Financial
Officer, +1-810-237-4200, or Charlie.Christy@cbcf-net.com, or
Kathleen Miller, Investor Relations, +1-810-257-2506, or
Kathleen.Miller@cbcf-net.com, both of Citizens Banking
Corporation; or Thomas F. Menacher, EVP, Treasurer, & Chief
Financial Officer, +1-989-725-7337, or
tmenacher@republicbancorp.com, or Kristine D. Brenner, Director
of Investor Relations, +1-989-725-7337, or
kbrenner@republicbancorp.com, both of Republic Bancorp Inc.
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