Filed by Macatawa Bank Corporation
Pursuant to Rule 425
Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1933
Subject Company: Grand Bank Financial Corporation
Commission File No.: 000-00000
NASDAQ national Market: MCBC
FOR RELEASE: Immediate
DATE: November 21, 2001
CONTACT: Macatawa Bank Corporation
Benj. A. Smith, III, Chairman
616.396.0119
Steven L. Germond, Chief Financial Officer
616.820.1862
Grand Bank Financial Corporation
Charles C. Stoddard, Chairman
616.233.3312
Thomas J. Wesholski, President
616.233.3320
LARGEST LOCAL BANKING COMPANY TO BE CREATED BY MERGER OF MACATAWA BANK
CORPORATION and Grand BANK Financial Corporation
Holland, Michigan and Grand Rapids, Michigan - Macatawa Bank Corporation
(Nasdaq: MCBC) and Grand Bank Financial Corporation announced today that they
have signed a definitive agreement for the merger of Grand Bank Financial
Corporation into Macatawa, which will result in Macatawa Bank Corporation
becoming the holding company of Grand Bank and Macatawa Bank. The combined
organization would be one of the largest banking organization in Kent and Ottawa
Counties. The transaction has been approved by the Boards of Directors of both
corporations.
Grand Bank shareholders will receive 17.5979 shares of Macatawa common stock for
each share of Grand Bank stock. Based upon the $16.75 per share November 20
closing price for Macatawa's common stock, the total transaction value is
approximately $40 million. The transaction is expected to close in the second
quarter of 2002, at which time Grand Bank will become a wholly-owned subsidiary
of Macatawa.
Macatawa anticipates that the transaction will be accretive to earnings per
share in 2002. Cost reductions of 10% are anticipated for the combined companies
through consolidation of operating systems and other support costs. No staff
reductions are anticipated.
Ben Smith, Chairman of Macatawa, commented, "This is an excellent opportunity
for Macatawa Bank and for Grand Bank. Grand Bank and Macatawa Bank have similar
cultures and business philosophies. Grand Bank, like Macatawa Bank, was founded
by strong community minded leaders who believed in the mutual benefits of local
banking to our communities, our customers, our employees and our shareholders.
Grand Bank has a
reputation of a high level of customer service and community involvement as does
Macatawa Bank. Our alliance, at a time of a rapidly changing and competitive
environment, will allow us to compete more effectively and efficiently in the
attractive banking markets of Kent, Ottawa and Allegan counties."
Mr. Smith added "We believe the combined strength of Macatawa Bank and Grand
Bank will allow us to better serve our communities. We now will have the
additional opportunity and capacity to branch and to invest in technology that
is necessary to prosper in this increasingly, competitive financial services
market."
Charles Stoddard, Chairman of Grand Bank Financial Corporation commented, "This
merger is an excellent opportunity for our shareholders, associates and clients.
An important part of the transaction is that Grand Bank will continue to operate
as a separate bank charter with a local management team and board of directors.
Grand Bank will continue to strive to maintain the highest level of personal
service for our customers and community. The added resources of a larger banking
company will assist Grand Bank in expanding our reach to other areas of West
Michigan."
Each Bank will continue to operate as an independent bank having local directors
and local decision making. Upon completion of the transaction, Charles Stoddard,
the current Chairman and Chief Executive Officer of Grand, will retire to become
more involved in church and volunteer activities and Tom Wesholski, Grand's
President, will become Chief Executive Officer of Grand Bank.
The merger is subject to approval by Macatawa and Grand shareholders, approval
by bank regulator agencies, and other customary conditions. Additional
information will be provided in the Prospectus/Proxy Statement to be distributed
to Grand and Macatawa shareholders in connection with the shareholder meetings
to approve the transaction, which are expected to occur in the first quarter of
2002.
A conference call has been scheduled for 10:30 am EST on Thursday, November 29,
2001. Analysts, shareholders and other interested parties, may access a live
simulcast conference call on the internet at Macatawa Bank's web site at
www.macatawabank.com by clicking on the "webcast" link found in the investor
information section. The conference call may also be accessed by logging on to
www.streetevents.com.
Grand Bank Financial Corporation is the holding company for Grand Bank based in
Grand Rapids Michigan, and has total assets of $252 million, total deposits of
$213 million, and total loans of $220 million, at September 30, 2001.
Macatawa is a bank holding company headquartered in Holland, Michigan. After
completing the pending merger, Macatawa will have two wholly owned subsidiary
banks, Macatawa Bank and Grand Bank, with pro forma as of September 30, 2001,
total assets of approximately $886 million, total deposits of approximately $715
million, and total loans of approximately $727 million.
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CAUTIONARY STATEMENT: This press release contains certain forward-looking
statements concerning the merger that involve risks and uncertainties which
could cause actual events to differ materially from those expressed or implied
by such forward-looking statements, including, but not limited to, economic,
competitive, governmental and regulatory factors affecting Macatawa's
operations, markets, products, services, pricing and financial performance.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. Macatawa does
not intend, and undertakes no obligation, to update these forward-looking
statements. Further information concerning Macatawa and its business, including
additional factors that could materially affect Macatawa's financial results, is
included in Macatawa's filings with the Securities and Exchange Commission.
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Macatawa Bank Corporation intends to file with the Securities and Exchange
Commission a definitive prospectus and joint proxy statement relating to the
proposed merger. WE URGE INVESTORS TO READ THE PROSPECTUS AND PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are able to
obtain the documents free of charge at the SEC's Web site, www.sec.gov.
Documents filed with the SEC by Macatawa Bank Corporation will be available free
of charge by directing a request to the Secretary of Macatawa Bank Corporation
at 348 Waverly Road, Holland, Michigan 49423. Information concerning the
participants in the solicitation of proxies for the merger will be included in
the definitive prospectus and joint proxy statement.
End of Filing
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