Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc., announced a Nicolet will acquire MidWestOne and its wholly-owned banking subsidiary, MidWestOne Bank.
Based on the financial results as of Sept. 30 the combined company will have pro forma total assets of $15.3 billion, deposits of $13.1 billion, 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 $864 million, or $41.37 per share, based on Nicolet’s closing stock price of $130.31 as of Oct. 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.
Mike Daniels, chairman, president, and CEO of Nicolet, said, “We are excited to announce the acquisition of MidWestOne and welcome their employees, customers, and shareholders to Nicolet. We view the people at MidWestOne as true kindred spirits in our approach to serving customers, communities, and employees. They have been stalwarts of the community for over 90 years, and we intend to be great stewards of that legacy.”
Chip Reeves, CEO of MidWestOne, said, “It has been a true privilege to lead such a talented and dedicated team of people at MidWestOne these past few years. We are thrilled to have the opportunity to join Nicolet, a company whose culture, business model, and consistent top-tier financial performance is something we have long admired.”
The proposed merger will create one of the largest community banks in the Upper Midwest with over $15 billion in assets, significant economies of scale, and peer-leading pro forma profitability metrics. The combined bank will have complementary and contiguous geographic footprints, including “lead local” market share positions across several communities throughout Wisconsin, Iowa, Eastern Minnesota, and Northern Michigan.
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.
Keefe, Bruyette & Woods, A Stifel Company served as financial advisor and provided a fairness opinion to the Board of Directors of Nicolet, and Nelson Mullins Riley & Scarborough LLP served as legal counsel to Nicolet in this transaction. Piper Sandler & Co. served as financial advisor and provided a fairness opinion to the Board of Directors of MidWestOne, and Alston & Bird LLP served as legal counsel to MidWestOne.
