Nicolet Bankshares, Inc. (NasdaqCM:NCBS) entered into a term sheet to acquire remaining 99.7% stake in Mackinac Financial Corporation (NasdaqCM:MFNC) for approximately $250 million on January 8, 2021. Nicolet Bankshares, Inc. (NasdaqCM:NCBS) entered into an agreement to acquire remaining 99.7% stake in Mackinac Financial Corporation (NasdaqCM:MFNC) for approximately $250 million on April 12, 2021. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Mackinac shareholders will have the right to receive 0.22 shares of Nicolet common stock and $4.64 in cash for each share of common stock of Mackinac with total consideration to consist of approximately 80% stock and 20% cash. Following the Merger, mBank, the wholly-owned bank subsidiary of Mackinac, will merge with and into Nicolet National Bank, Nicolet's wholly-owned bank subsidiary, with Nicolet National Bank continuing as the surviving bank and all bank branches operating under the Nicolet National Bank brand. Upon closing, Mackinac will merge with and into Nicolet. After the merger is completed, current Mackinac shareholders will own approximately 19% of the outstanding shares of common stock of Nicolet. Upon termination, Mackinac shall pay to Nicolet, the amount of $10 million.

Upon closing, the directors of the Surviving Entity shall be the directors of Nicolet and one person from Mackinac's Board, to be designated by Mackinac and reasonably acceptable to Nicolet. Paul D. Tobias, Chairman and Chief Executive Officer of Mackinac, expected to join the Boards of Directors of Nicolet and Nicolet National Bank. All customer-facing employees of Mackinac are expected to stay on in the same capacity. The principal offices of the Surviving Entity will be located at Green Bay, Wisconsin. Upon consummation of the transaction, Nicolet's existing branch at Eagle River, Wisconsin is expected to close and consolidate with continued service out of the legacy mBank office at Eagle River, Wisconsin.

Consummation of the Merger is subject to certain customary closing conditions, including without limitation, approval of the Merger Agreement by both Nicolet and Mackinac shareholders, the receipt of all requisite regulatory approvals, receipt of a tax opinion of Nicolet's counsel that the Merger will qualify as a tax-free reorganization, the Registration Statement shall have become effective under the Securities Act, Nicolet shall have filed with the Nasdaq Stock Market, LLC a notification form for the listing of all shares of Nicolet Common Stock and as of the Closing Date, Mackinac shall have Tangible Common Equity of no less than $145 million. The Merger Agreement was unanimously approved by the board of directors of each company. The Mackinac Board of Directors recommends that the Mackinac shareholders vote FOR approval of the merger agreement. As of June 2, 2021, the registration statement was declared effective. On July 15, 2021, the transaction has been approved by shareholders of Nicolet. The Merger is expected to close in the third quarter of 2021. The EPS is expected to be accretive over 14% in 2022.

Hovde Group, LLC provided a fairness opinion and financial advisor to the Board of Directors of Nicolet. Piper Sandler & Co. acted as financial advisor and financial opinion provider for the Board of Directors of Mackinac. Robert D. Klingler of Bryan Cave Leighton Paisner LLP acted as legal advisor for Nicolet. Jeffrey H. Kuras of Honigman LLP acted as legal advisor for Mackinac. Computershare Trust Company, National Association acted as exchange agent for Nicolet. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent for Mackinac. Piper Sandler will receive a fee of approximately $3.2 million. Piper Sandler also received a $250,000 fee from Mackinac upon rendering its opinion. Hovde received from Nicolet a fairness opinion fee of $250,000 upon the delivery of the fairness opinion to Nicolet.

Nicolet Bankshares, Inc. (NasdaqCM:NCBS) completed the acquisition of remaining 99.7% stake in Mackinac Financial Corporation (NasdaqCM:MFNC) on September 3, 2021. Immediately after the Merger, mBank, the wholly-owned bank subsidiary of Mackinac Financial Corporation, merged with and into Nicolet National Bank, Nicolet Bankshares's wholly-owned bank subsidiary, with Nicolet National Bank continuing as the surviving bank, with all former mBank bank branches operating under the Nicolet National Bank brand.