Nicolet, Commerce merging in Wisconsin

Green Bay-based Nicolet Bankshares, Inc., is acquiring Commerce Financial Holdings, Inc., in a deal worth $130 million.

Based on the financial results as of December 31, 2019, the combined company will have pro forma total assets of $4.3 billion, deposits of $3.6 billion and loans of $3.2 billion, as Commerce would represent approximately 16 percent of the combined company’s year-end assets.

Opened in August 2005, Commerce State Bank is headquartered in West Bend, Wis., and has additional offices in Cedarburg, Elm Grove and Sheboygan, Wis.

“We have known Nicolet for a long time and we like their reputation for doing things the right way,” said Joe Fazio, CEO of the $708 million Commerce. “We are going to leverage the combined strengths of Commerce and Nicolet, which are our people and relationship-focused attitudes, to accelerate our growth. The time feels right for the next chapter.”

After the merger closes in the third quarter, Fazio will join the boards of Nicolet Bankshares and Nicolet National Bank. Tom Hopp and Dave Borchardt, Commerce’s president and chief financial officer/chief operating officer, respectively, will join Nicolet National Bank.

“In each merger, we have purposefully found partners who focus on serving customers and the community,” said Bob Atwell, chair and CEO of Nicolet. “When we combine our resources and cultures, we can positively impact the community banking landscape of Wisconsin. The geography isn’t as important as the characteristics of the communities and the passion of the people.”

Commerce shareholders shall receive 1.15 shares of Nicolet common stock for each share of Commerce stock. Based on Nicolet’s closing price of $72.32 as of Feb. 14, the merger consideration is valued at approximately $129.6 million, which excludes Nicolet’s pre-existing ownership of Commerce shares.

The estimated transaction value is a 1.9 multiple of Commerce’s tangible book value as of December 31, 2019 and equates to approximately 18x Commerce’s 2019 after-tax income.

Nicolet, which most recently agreed to acquire Choice Bank, had net income of $54.6 million last year, up from $41 million in 2018.

Bryan Cave Leighton Paisner LLP served as legal counsel to Nicolet in this transaction. Hillworth Bank Partners served as financial advisor to Commerce, and Reinhart Boerner Van Deuren s.c. served as Commerce’s legal counsel.