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Deal Overview

Buyer:
Chemical Financial Corporation
Actual Acquirer:
Chemical Financial Corporation
Target:
Talmer Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
1/25/2016
Announcement Date:
1/26/2016
Announced Deal Value ($ M):
1,117.80
Status:
Completed
Completion Date:
8/31/2016
Announced Deal Value Per Share ($ )
15.64

Consideration Breakout
Cash ($M) 108.2
Common Stock ($M) 1,483.2
Common Stock Issued 31,750,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 142.6 207.0
Price / Tangible Book (%) 145.9 211.1
Price / Earnings (x) 19.3 22.8
Price / Deposits (%) 22.29 32.65
Price / Assets (%) 16.95 24.88
Tangible Book Premium/ Deposits (%) 10.42 23.68
Deal Terms
Description of Consideration

In a merger of equals, Chemical Financial Corp. exchanged 0.4725 shares and paid $1.61 in cash for each outstanding share of Talmer Bancorp Inc. Chemical Financial Corp. also assumed Talmer Bancorp Inc.'s debt securities collectively referred as Capital Trusts.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? Yes
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 847,701
Estimated Cost Savings (%) 27.50
Estimated Cost Savings ($ 000) 52,000
Est. Restructuring Charges ($ 000) 62,000
Maximum Termination Fee ($ 000) 34,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.472500
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 19,088
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Warner Norcross & Judd LLP
Seller Yes Nelson Mullins Riley