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