DETROIT & WAYZATA, Minn.–(BUSINESS WIRE)–Chemical Financial Corporation (Chemical) (NASDAQ: CHFC) and TCF
Financial Corporation (TCF) (NYSE: TCF) today jointly announced that
each company will hold its special meeting of shareholders on June 7,
2019, for the companies’ respective shareholders to consider and vote on
the proposals related to the definitive merger agreement in which TCF
and Chemical will combine in an all-stock merger of equals transaction.
The Chemical shareholder meeting will be held at 10:00 a.m. ET at
Somerset Inn, 2601 West Big Beaver Road, Troy, Michigan 48084. The board
of directors of Chemical set May 1, 2019 as the record date for its
special meeting.
The TCF shareholder meeting will be held at 9:00 a.m. CT at the TCF
Minnetonka office, 11100 Wayzata Boulevard, Minnetonka, Minnesota 55305.
The board of directors of TCF set April 30, 2019 as the record date for
its special meeting.
About Chemical Financial Corporation
Chemical Financial Corporation is the largest banking company
headquartered and operating branches 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 March 31, 2019, Chemical had total consolidated assets of $21.8
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
March 31, 2019, TCF had $24.4 billion in total assets and 312 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.
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 has filed a registration statement on Form S-4,
including amendments thereto, with the SEC containing a Prospectus for
Chemical and a Joint Proxy Statement to be used by Chemical and TCF to
solicit the required approvals of their respective shareholders as well
as other relevant documents regarding the proposed transaction. The
registration statement was declared effective by the SEC on May 2, 2019.
The 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 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, 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 can also be obtained, free of charge,
by directing a request to Chemical’s 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 [email protected],
or to TCF’s 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 [email protected].
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 28, 2019, 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 15,
2019, 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. Free copies of this
document may be obtained as described in the preceding paragraph.
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. Words such as “will,” “may,” “anticipate,” “plan,”
“expect,” “should,” and “could” 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 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 outcome of any legal proceedings that may be instituted against
Chemical or TCF; and -
other factors that may impact the intended timing of the proposed
shareholder meetings.
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. Chemical and TCF disclaim
any obligation to update or revise any forward-looking statements
contained in this report, which speak only as of the date hereof,
whether as a result of new information, future events or otherwise,
except as required by law.
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Contacts
Chemical Financial Corporation
Investor Relations: Dennis
Klaeser, (248) 498-2848, [email protected]
Media:
Tom Wennerberg, (248) 498-2872, [email protected]
TCF Financial Corporation
Investor Relations: Timothy
Sedabres, (952) 745-2766, [email protected]
Media:
Mark Goldman, (952) 475-7050, [email protected]
