Talmer Bank Board Chairman Gary Torgow

Talmer Bank Board Chairman Gary Torgow

The boards of directors of Chemical Financial Corporation (Nasdaq: CHFC), the holding company for Chemical Bank, and Talmer Bancorp, Inc. (Nasdaq: TLMR), the holding company for Talmer Bank and Trust, announced on Tuesday the execution of a definitive agreement for Chemical Financial Corporation (“Chemical”) to partner with Talmer Bancorp, Inc. (“Talmer”) in a cash and common stock merger transaction valued at approximately $1.1 billion.

The merger will result in the creation of one of the largest community banks in the Midwest. Based on the companies balance sheets as of December 31, 2015, following completion of the transaction, the combined organization will have approximately $16 billion in assets, $12 billion in loans and $13 billion in deposits with 266 locations primarily in Michigan and northeast Ohio. The transaction will also allow the combined company to more effectively and efficiently navigate the challenges and costs associated with becoming a larger banking institution.

“This is clearly a transformational merger between two healthy Michigan banks with complementary geographies. We have been impressed by what Gary Torgow, Dave Provost and the Talmer team has accomplished in a relatively short period of time, growing Talmer into one of the region’s leading financial institutions,” said David B. Ramaker, Chairman, Chief Executive Officer and President of Chemical Financial Corporation. “Through this partnership, we will make a marked entry into the southeast Michigan market, and expand for the first time beyond our State’s borders.”

Upon consummation of the merger, David B. Ramaker will continue to serve as CEO and President of Chemical Financial Corporation and Chairman, CEO and President of Chemical Bank. David T. Provost, Talmer’s President and CEO and Chairman of Talmer Bank, will join the Chemical board of directors. Gary Torgow, Talmer’s Chairman, will serve as Chairman of the Board of the combined entity.

“While both Chemical and Talmer have posted strong track records of acquisitive and organic growth, we view this as the start of the next stage of our companies’ evolutions,” said Torgow.

After the closing, Chemical intends to consolidate Talmer Bank and Trust into Chemical Bank, and operate under the Chemical Bank name. Talmer Bank and Trust will operate as a separate subsidiary of Chemical between the closing date and the conversion of data processing systems. Five members of the Talmer board of directors will join Chemical’s board upon completion of the transaction, bringing the total number of Chemical board members to 12.

To demonstrate its commitment to southeast Michigan, the combined companies announced a $4.8 million donation commitment to the Community Foundation of Southeast Michigan, Talmer / Chemical Donor Advised Fund.

Combining Chemical’s 185 Michigan branches with Talmer’s 51 Michigan locations will result in the state’s third largest branch delivery system, while the entities’ combined of approximately

$10.8 billion in Michigan deposits, would make it the sixth largest bank, by deposits, in the state and the only one of those six headquartered in Michigan. In addition to expanding Chemical’s delivery system in its upper, central and southwest Michigan regions, the merger will introduce the Chemical brand to the southeast Michigan and northern Ohio markets, where it will have 31 and 27 branches, respectively.

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