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Chemical Financial, TCF Financial Announce All-stock Merger - Quick Facts

Chemical Financial Corp. (CHFC) and TCF Financial Corp. (TCF) announced the signing of a definitive agreement under which the companies will combine in an all-stock merger of equals transaction. TCF will merge into Chemical, and the combined holding company and bank will operate under the TCF name and brand. TCF shareholders will receive 0.5081 shares of Chemical common stock for each share of TCF common stock based on a fixed exchange ratio, equivalent to $21.58 per TCF share. Upon completion of the deal, TCF and Chemical shareholders will own 54% and 46% of the combined company, respectively, on a fully diluted basis.

The combined company will have approximately $45 billion in assets, $34 billion in total deposits and more than 500 branches across nine states. The transaction is projected to deliver 17% EPS accretion to Chemical and 31% EPS accretion to TCF by 2020, with a tangible book value earn-back period of 2.7 years. The deal is expected to generate approximately $180 million in annual run-rate cost synergies by 2020.

The combined company will be led by: Craig Dahl, who will serve as CEO and president;
Dennis Klaeser, who will serve as CFO; Brian Maass, who will serve as deputy CFO and treasurer; and David Provost will become chairman of the combined bank and Tom Shafer will become president and COO of the combined bank.

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