Shareholders of FirstMerit Corp. and Citizens Republic Bancorp will meet simultaneously Friday to vote on the companies’ proposed merger.
At separate annual meetings held in Akron and Flint, Mich., the banks will seek majority approval from shareholders. If approved, the merger is expected to close in the second quarter.
The deal means FirstMerit will more than double its number of branches in its largest acquisition ever for $912 million. Citizens has 219 offices in Michigan, Ohio and Wisconsin.
Citizens Republic has branches in Fairlawn behind Summit Mall, in Hudson on Aurora Street and on North Court Street in Medina and Pearl Road in Strongsville, as well as in the Cleveland area. The Citizens Republic locations will be rebranded as FirstMerit branches.
Citizens Republic is not affiliated with Citizens Bank, owner of Charter One Bank.
The merger would give FirstMerit approximately $24 billion in assets and operations of 415 branches in a contiguous Midwest area of Ohio, Pennsylvania, Michigan, Illinois and Wisconsin, said bank officials. The bank would employ more than 5,000.
FirstMerit Chairman, President and Chief Executive Officer Paul G. Greig would remain in his roles for the combined company.
It is the first purchase for FirstMerit since 2010, when it began expanding with a push in Chicago, acquiring one bank and winning two bids on banks seized by federal regulators.
The Citizens deal is a stock-for-stock transaction; the largest FirstMerit deal before this was the $90 million acquisition of Midwest Bank in Chicago from the Federal Deposit Insurance Corp. in 2010.
The deal calls for FirstMerit to repay Citizens’ approximately $345 million of an issue of preferred stock, which includes $45 million of estimated deferred dividends.
FirstMerit will also appoint two Citizens board members to its board.
FirstMerit’s annual meeting will be at 10 a.m. Friday at FirstMerit Tower on the seventh floor at 106 S. Main St. in Akron. It is the first time the annual meeting will be held at FirstMerit headquarters instead of at the John S. Knight Center. Company spokesman Rob Townsend said the site is more cost effective. Shareholders may use the parking deck beneath FirstMerit Tower using the Mill Street entrance.
Items shareholders will vote on include:
• The merger agreement;
• Approving an issue of shares of FirstMerit common stock to Citizens shareholders;
• Approving, on an advisory basis only, the merger-related compensation and potential payments for the named executive officers of FirstMerit;
• Approving adjournment of the meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the merger;
• Electing 13 directors;
• Appointing Ernst & Young LLP as the bank’s accounting firm;
• Approving, on an advisory basis, compensation of top FirstMerit officers;
• Approving a 2013 Annual Incentive Plan.
Betty Lin-Fisher can be reached at 330-996-3724 or firstname.lastname@example.org. Follow her on Twitter at www.twitter.com/blinfisher and see all her stories at www.ohio.com/betty.