Chemical Financial Corporation (“Chemical”) (NASDAQ: CHFC) and
TCF Financial Corporation (“TCF”) (NYSE: TCF) today announced
executive leadership appointments for the combined company (“new
TCF”).
The appointments will become effective upon the closing of the
merger of equals, which is anticipated to occur in the late third
or early fourth quarter of 2019, subject to satisfaction of
customary closing conditions, including receipt of customary
regulatory approvals and approval by the shareholders of each
company. Each of the individuals named will continue to serve in
their current capacity for their respective company until that
time.
As previously disclosed, Craig Dahl, the current chairman and
chief executive officer of TCF, will become chief executive officer
and president of new TCF and chief executive officer of the
combined bank (“new TCF Bank”). David Provost, the current chief
executive officer and president of Chemical, will become chairman
of new TCF bank.
The following executives will report to Dahl:
- Tom Shafer will become president and
chief operating officer of new TCF Bank. He will have management
oversight of the wholesale banking and consumer banking businesses
and the IT organization. Shafer is currently chief executive
officer and president of Chemical Bank.
- Dennis Klaeser will become chief
financial officer. He will be responsible for all areas of the
finance function, including financial reporting, financial planning
and analysis, tax and treasury management. Klaeser currently serves
as chief financial officer of Chemical and Chemical Bank. As
previously announced, Brian Maass, the current chief financial
officer of TCF, will become deputy chief financial officer and
treasurer of new TCF, reporting to Klaeser.
- Jim Costa will become chief risk &
credit officer. He will be responsible for the risk management and
credit functions. He will also have a dotted line reporting
relationship to the Risk Committee of new TCF’s board of directors.
Costa currently serves as chief risk and credit officer of
TCF.
- Patty Jones will become chief
administrative officer. She will oversee the legal department as
well as the corporate affairs, communications and community affairs
functions. Jones currently serves as chief administrative officer
of TCF. Joe Green will become executive vice president, general
counsel and corporate secretary, reporting to Jones. Green
currently serves as executive vice president, general counsel and
corporate secretary of TCF.
- Sandy Kuohn will become chief human
capital officer. She will oversee human capital strategies,
including talent acquisition, retention, organizational and talent
development, total rewards and human capital services. Kuohn
currently serves as chief human resources officer of Chemical
Bank.
- Andy Jackson will become chief audit
executive. He will be responsible for the internal audit function.
He will also have a dotted line reporting relationship to the Audit
Committee of new TCF’s board of directors. Jackson currently serves
as chief audit executive of TCF.
The following executives will report to Shafer:
- Bill Henak will become executive vice
president, wholesale banking. He will manage the national lending
businesses focused on equipment and inventory finance, commercial
banking (to be divided geographically) and national commercial real
estate. Mr. Henak currently serves as executive vice president,
wholesale banking of TCF.
- Mike Jones will become executive vice
president, consumer and business banking. He will manage all areas
of retail banking, consumer lending, small business banking,
commercial banking (to be divided geographically), wealth
management, mortgages and home lending. Jones currently serves as
executive vice president, consumer banking of TCF.
- Tom Butterfield will become chief
information officer. He will lead the information technology team,
focused on providing the solutions necessary to best serve the new
organization’s customers and business clients in a 21st century
banking environment. Butterfield currently serves as chief
information officer of TCF.
“We have assembled a strong leadership team that represents the
deep expertise and industry experience of both companies,” said
Craig Dahl, TCF’s chairman and chief executive officer. “Our
primary objective in this merger of equals is to combine the best
of both companies to create the premier Midwest bank that offers
opportunities for all of our stakeholders. We are confident that
this team will provide the strong leadership necessary to enable us
to operate as one company immediately following the closing of the
merger and to fully execute our long-term strategy and vision for
new TCF.”
Chemical’s chief executive officer David Provost added: “Today
marks another important milestone in our journey to create new TCF.
We are fortunate to be able to draw upon the leadership expertise
of two exceptional companies and create a truly balanced executive
team with equal representation from Chemical and TCF. We look
forward to starting the integration planning process and working to
deliver the expected growth, cost and revenue synergies and
operational efficiencies as soon as possible following the closing
of the merger.”
Integration Management Leadership
Appointments
The two companies also announced today that Jim Costa and
Brennan Ryan, who currently serves as Chemical’s chief operating
officer, will co-lead an Integration Management office. They will
be responsible for overseeing the process of seamlessly integrating
the two companies and ensuring new TCF is prepared to go to market
as one company immediately following the closing of the merger.
The board of directors for new TCF and other leadership roles
are expected to be announced before the closing of the merger. As
previously announced, new TCF’s board of directors will have
sixteen directors, consisting of eight directors from Chemical and
eight directors from TCF.
About Chemical Financial Corporation
Chemical Financial Corporation is the largest banking company
headquartered and operating branch offices in Michigan. Chemical
operates through its subsidiary bank, Chemical Bank, with 212
banking offices located primarily in Michigan, northeast Ohio and
northern Indiana. As of December 31, 2018, Chemical had total
consolidated assets of $21.5 billion. Chemical Financial
Corporation's common stock trades on The NASDAQ Stock Market under
the symbol CHFC and is one of the issuers comprising The NASDAQ
Global Select Market and the S&P MidCap 400 Index. More
information about Chemical Financial Corporation is available by
visiting the "Investor Information" section of its website at
www.chemicalbank.com.
About TCF Financial Corporation
TCF is a Wayzata, Minnesota-based national bank holding company.
As of December 31, 2018, TCF had $23.7 billion in total assets and
314 bank branches in Illinois, Minnesota, Michigan, Colorado,
Wisconsin, Arizona and South Dakota providing retail and commercial
banking services. TCF, through its subsidiaries, also conducts
commercial leasing and equipment finance business in all 50 states
and commercial inventory finance business in all 50 states and
Canada. For more information about TCF, please visit
http://ir.tcfbank.com.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release which are not
historical in nature are intended to be, and hereby are identified
as, forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include, but are not limited to,
statements regarding the outlook and expectations of Chemical and
TCF with respect to their planned merger, including statements
about the new leadership team and its ability to execute on the
combined company’s long-term strategy and vision, statements
regarding the leadership team’s ability to deliver expected growth,
cost and revenue synergies and operational efficiencies after the
merger closes, and statements regarding the timing of the closing
of the merger. Words such as “may,” “anticipate,” “plan,”
“estimate,” “expect,” “project,” “assume,” “approximately,”
“continue,” “should,” “could,” “will,” “poised,” and variations of
such words and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements are subject
to risks, uncertainties and assumptions that are difficult to
predict with regard to timing, extent, likelihood and degree of
occurrence, which could cause actual results to differ materially
from anticipated results. Such risks, uncertainties and
assumptions, include, among others, the following:
- the failure to obtain necessary
regulatory approvals when expected or at all (and the risk that
such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the transaction);
- the failure of either Chemical or TCF
to obtain shareholder approval, or to satisfy any of the other
closing conditions to the transaction on a timely basis or at
all;
- if the combined company is unable to
retain its employees, particularly key management, the combined
company could face disruptions with respect to integration,
operations and customer retention.
- the occurrence of any event, change or
other circumstances that could give rise to the right of one or
both of the parties to terminate the merger agreement;
- the possibility that the anticipated
benefits of the transaction, including anticipated cost savings and
strategic gains, are not realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy, competitive factors in the areas where Chemical and
TCF do business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with
respect to the transaction, or any change in the assumptions used
regarding the assets purchased and liabilities assumed to determine
their fair value;
- diversion of management’s attention
from ongoing business operations and opportunities;
- potential adverse reactions or changes
to business or employee relationships, including those resulting
from the announcement or completion of the transaction;
- the ability of either company to
effectuate share repurchases and the prices at which such
repurchases may be effectuated;
- the outcome of any legal proceedings
that may be instituted against Chemical or TCF;
- the integration of the businesses and
operations of Chemical and TCF, which may take longer than
anticipated or be more costly than anticipated or have
unanticipated adverse results relating to Chemical’s or TCF’s
existing businesses;
- business disruptions following the
merger; and
- other factors that may affect future
results of Chemical and TCF including changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; the impact,
extent and timing of technological changes; capital management
activities; and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms.
Additional factors that could cause results to differ materially
from those described above can be found in the risk factors
described in Item 1A of each of Chemical’s and TCF’s Annual Report
on Form 10-K filed with the SEC for the year ended December 31,
2018. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results. Chemical and TCF disclaim any obligation to
update or revise any forward-looking statements contained in this
press release, which speak only as of the date hereof, whether as a
result of new information, future events or otherwise, except as
required by law.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction between Chemical and TCF. In connection with the
proposed merger, Chemical will file with the SEC a Registration
Statement on Form S-4 that will include the Joint Proxy Statement
of Chemical and TCF and a Prospectus of Chemical, as well as other
relevant documents regarding the proposed transaction. A definitive
Joint Proxy Statement/Prospectus will also be sent to Chemical and
TCF shareholders. INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
A free copy of the Joint Proxy Statement/Prospectus, once
available, as well as other filings containing information about
Chemical and TCF, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Chemical by accessing Chemical’s
website at http://www.chemicalbank.com (which website is not
incorporated herein by reference) or from TCF by accessing TCF’s
website at http://www.tcfbank.com (which website is not
incorporated herein by reference). Copies of the Joint Proxy
Statement/Prospectus once available can also be obtained, free of
charge, by directing a request to Chemical Investor Relations at
Investor Relations, Chemical Financial Corporation, 333 W. Fort
Street, Suite 1800, Detroit, MI 48226, by calling (800) 867-9757 or
by sending an e-mail to investorinformation@ChemicalBank.com, or to
TCF Investor Relations at Investor Relations, TCF Financial
Corporation, 200 Lake Street East, EXO-02C, Wayzata, MN 55391 by
calling (952) 745-2760 or by sending an e-mail to
investor@tcfbank.com.
Participants in Solicitation
Chemical and TCF and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Chemical and TCF shareholders in
respect of the transaction described in the Joint Proxy
Statement/Prospectus. Information regarding Chemical’s directors
and executive officers is contained in Chemical’s Annual Report on
Form 10-K for the year ended December 31, 2018, its Proxy Statement
on Schedule 14A, dated March 16, 2018, and certain of its Current
Reports on Form 8-K, which are filed with the SEC. Information
regarding TCF’s directors and executive officers is contained in
TCF’s Annual Report on Form 10-K for the year ended December 31,
2018, its Proxy Statement on Schedule 14A, dated March 14, 2018,
and certain of its Current Reports on Form 8-K, which are filed
with the SEC. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20190301005557/en/
Chemical Financial CorporationInvestor Relations:Dennis
Klaeser, (248)
498-2848investorinformation@ChemicalBank.comorMedia:Tom Wennerberg,
(248) 498-2872Tom.Wennerberg@ChemicalBank.com
TCF Financial CorporationInvestor Relations:Tim Sedabres,
(952) 745-2766investor@tcfbank.comorMedia:Mark Goldman, (952)
475-7050news@tcfbank.com
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