Nicolet Bankshares to acquire MidWestOne in all-stock transaction

Nicolet Bankshares (NIC) and MidWestOne (MOFG) jointly announced the execution of a definitive merger agreement pursuant to which Nicolet will acquire MidWestOne and its wholly-owned banking subsidiary, MidWestOne Bank. Based on the financial results as of September 30, the combined company will have pro forma total assets of $15.3B, deposits of $13.1B, and loans of $11.3 billion. Upon closing of the transaction, Nicolet will have more than 110 branches, as well as loan production offices, across the Upper Midwest, Denver, Colorado and Naples, Florida, among other areas. Under the terms of the Agreement, which has been unanimously approved by the board of directors of both companies, Nicolet will exchange shares of its common stock for all of the outstanding shares of MidWestOne common stock, in an all-stock transaction. MidWestOne shareholders will be entitled to receive 0.3175 of a share of Nicolet common stock for each share of MidWestOne common stock they own upon the effective time of the merger, for aggregate merger consideration valued at approximately $864M, or $41.37 per share, based on Nicolet’s closing stock price of $130.31 as of October 22. The transaction values MidWestOne at a price to tangible book value per share of 166% and a price to mean analyst estimated 2026 earnings per share of 11.5 times. Upon completion of the merger, the shares issued to MidWestOne shareholders are expected to comprise 30% of the outstanding shares of the combined company. Excluding certain merger-related charges, the transaction, with cost savings fully phased in, is anticipated to be approximately 37% accretive to 2026 earnings, and mildly dilutive to tangible book value per share with a negligible earnback period. The merger is subject to a number of customary conditions, including the approvals of the appropriate regulatory authorities and approvals by the shareholders of both Nicolet and MidWestOne. It is expected that the transaction should be completed during the first half of 2026. Upon completion of the merger, it is expected the combined company’s board of directors will be comprised of eight members of Nicolet’s board of directors, including Mike Daniels, and four members of MidWestOne’s current board of directors. In connection with the execution of the agreement, all of the directors and named executive officers of MidWestOne and Nicolet have entered into support agreements pursuant to which they have agreed to vote their shares in favor of the merger.