Nicolet Bankshares (NCBS) To Acquire County Bancorp (ICBK)

Nicolet Bankshares, Inc. (NASDAQ: NCBS) ("Nicolet") and County Bancorp, Inc., (NASDAQ: ICBK) ("County") today jointly announced the execution of a definitive merger agreement pursuant to which Nicolet will acquire County and its wholly-owned banking subsidiary, Investors Community Bank ("Investors").

Based on the financial results as of March 31, 2021, the combined company will have pro forma total assets of $7.5 billion, deposits of $6.3 billion, and loans of $4.9 billion, inclusive of Nicolet's prior acquisition announcement of Mackinac Financial Corporation on April 12, 2021.

Mike Daniels, President and CEO of Nicolet, said, "We are excited about the potential of combining Nicolet and Investors to serve our customers and communities. Our collective founder-entrepreneurial mindset makes for a distinctive culture that resonates with our employees and customers.

One of the goals of every acquisition is to find better ways to serve communities. This partnership is an intentional, strategic move to become the premier agriculture lender throughout Wisconsin. We are excited about adding the expertise and specialized knowledge of the banking team from Investors, who, like our current agriculture lenders, have boots in the driveways. Long term, combining our operations will create a stronger community bank."

Tim Schneider, President of County, said, "Nicolet is a like-minded partner who shares our focus on people, community, and serving the customer. With the added scale and capital of Nicolet, this partnership will rapidly accelerate our ability to serve existing customers and build new relationships. I am very optimistic about where we can go as a combined company. Our similar cultures and values should lead to a smooth transition for our employees and customers. We remain committed to the markets and industries we serve, especially the dairy sector, and above all, keeping banking local."

Bob Atwell, Chairman of Nicolet, said, "While some could view this as merely a market infill deal that diversifies our lending revenue, we believe it is more accurate to say this transaction better aligns our lending portfolio with the economic structure of our region. Agricultural production lending has long been underweighted in our overall loan portfolio precisely because Investors has been so good at this core focus in agricultural lending."

Andy Steimle, Chairman of County, said, "This merger will create many exciting opportunities for the combined organization by expanding banking services to all customers. In Nicolet we have found a strategic partner with a shared vision and long history of supporting customers and communities. It is a transformational partnership for County that provides the scale and resources needed to drive increased long-term shareholder value."

Transaction Information

Under the terms of the merger agreement, Nicolet will acquire County with Nicolet being the surviving corporation. In the merger, County shareholders have the right to receive for each share of County common stock, at the election of each holder and subject to proration, either cash of $37.18 per share of County common stock or 0.48 shares of Nicolet common stock. County shareholder elections will be prorated to ensure the total consideration will consist of approximately 20% cash and approximately 80% Nicolet common stock. Based on Nicolet's closing price of $71.75 as of June 21, 2021, the merger consideration is valued at approximately $219 million.

The estimated transaction value is a 1.38 multiple of County's tangible book value as of March 31, 2021 and equates to approximately 16.6x County's 2021 estimated earnings per share. First full year earnings (2022) per share accretion is estimated in the mid-single digits and the tangible book value per share dilution of 1.2% is expected to be earned back in approximately 1.4 years under the crossover method including Current Expected Credit Loss (CECL) "Day 2" accounting treatment. Additional assumptions and metrics can be found in the related Investor Presentation.

Nicolet will appoint a member of County's current board of directors to the boards of directors of Nicolet and Nicolet National Bank upon the completion of the transaction.

Leadership/Employee Information

Post-merger, Tim Schneider will join the senior management team at Nicolet as Senior Vice President, Agriculture Lending Manager.

Approvals and Closing Date

The transaction has been unanimously approved by the boards of directors of both companies. It is subject to both County and Nicolet shareholder approval, regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter of 2021. Upon consummation of the transaction, Investors' existing branch at 960 Hansen Rd., Green Bay, WI is expected to close and consolidate with continued service out of the legacy Nicolet office at 2363 Holmgren Way, Green Bay, WI. All other Investors' branches are anticipated to become Nicolet branches.

Advisors

Keefe, Bruyette & Woods, A Stifel Company served as financial advisor and provided a fairness opinion to the Board of Directors of Nicolet, and Bryan Cave Leighton Paisner LLP served as legal counsel to Nicolet in this transaction. Stephens Inc. served as financial advisor and provided a fairness opinion to the Board of Directors of County, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to County.

Conference Call and Investor Presentation

Nicolet and County will host a joint conference call at 3:00 p.m. Central Time on June 22, 2021 to discuss the transaction and related matters. The related slide presentation is accessible on Nicolet's website at nicoletbank.com under "Investor Relations." Interested parties may listen to the call live via webcast by visiting nicoletbank.com and clicking on the Investor Relations link. Investment professionals are invited to call the toll-free number: 1-866-652-5200. The webcast will be archived on Nicolet's website for 90 days, and will be accessible shortly following the call.

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