Chemical Financial (CHFC) Announces Completion of Talmer Bancorp Merger

August 31, 2016 5:03 PM EDT

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Chemical Financial Corporation (Nasdaq: CHFC), holding company for Chemical Bank, announced that it completed its previously announced merger with Talmer Bancorp, Inc. ("Talmer"), holding company for Talmer Bank and Trust, in a cash and stock transaction valued at approximately $1.7 billion based on Chemical's closing stock price on August 31, 2016. Subsequent to the closing, Chemical and its affiliates had, on a pro forma basis as of June 30, 2016, $17.2 billion in consolidated assets, $12.7 billion in consolidated loans, and $12.7 billion in consolidated deposits, with 262 locations primarily in Michigan, Northeast Ohio and other contiguous states.

Chemical also announced that Gary Torgow, former Chairman of Talmer Bancorp, Inc., will join the Chemical Financial Corporation Board, as Chairman, succeeding David B. Ramaker, who will remain a director as well as Chief Executive Officer and President of Chemical. Also named to the Board were: Ronald A. Klein, Chief Executive Officer, Origen Financial, Inc.; Barbara J. Mahone, retired Executive Director, Human Resources, General Motors Corporation; David T. Provost, Vice Chairman of Chemical and former Chief Executive Officer and President, Talmer Bancorp, Inc.; and, Arthur A. Weiss, Chairman of the Board of the law firm Jaffe, Raitt, Heuer & Weiss, expanding the Board to 12 directors.

“We are delighted to welcome Gary, Dave and the entire Talmer team to the Chemical family. By combining two talented banking organizations, with shared banking philosophies and strong track records of organic and acquisitive growth, into a single $17 billion, Midwest-focused institution, we can better serve our customers, communities, colleagues and shareholders going forward,” said David B. Ramaker, Chief Executive Officer and President of Chemical Financial Corporation.

Chemical also announced that two former Talmer executives have joined Chemical's Executive Management Leadership Committee, expanding the committee to 11 members: Dennis L. Klaeser was named Executive Vice President and Chief Financial Officer, succeeding Lori A. Gwizdala, who will remain Executive Vice President of Special Projects; and, Thomas C. Shafer was named Executive Vice President and Director of Regional and Community Banking.

Talmer Bank and Trust will continue to operate as a separate subsidiary of Chemical until its planned consolidation with and into Chemical Bank, which is scheduled to occur concurrently with the conversion of data processing platforms in the fourth quarter of 2016. Following the consolidation and the data processing platform conversions, all Talmer Bank and Trust locations will operate under the Chemical Bank name.

Chemical was advised by the investment banking firm of Sandler O'Neill + Partners and the law firm of Warner Norcross & Judd LLP. Talmer was advised by the investment banking firm of Keefe, Bruyette & Woods and the law firm of Nelson Mullins Riley & Scarborough, LLP.

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