Chemical Financial Corporation and TCF Financial Corporation Shareholders Approve Merger of Equals

DETROIT & WAYZATA, Minn.–(BUSINESS WIRE)–Chemical Financial Corporation (Chemical) (NASDAQ: CHFC) and TCF
Financial Corporation (TCF) (NYSE: TCF) today jointly announced that at
separate special meetings held today, each company’s shareholders
approved the proposed merger of equals in which TCF will merge into
Chemical. The combined holding company and bank will be headquartered in
Detroit, Michigan and operate under the TCF name and brand following the
closing of the transaction.

“I am encouraged by the strong level of shareholder support received for
this partnership and the accelerated shareholder value we expect it to
create,” said Craig R. Dahl, TCF chairman and chief executive officer.
“This positive shareholder response demonstrates a broad recognition of
the shared strategic vision and complementary strengths of the two
organizations. We look forward to bringing together the best of both
banks to benefit our shareholders, customers, employees and the
communities we serve.”

“Today’s vote was an important step for us as we move forward with our
focus on creating a premier Midwest bank,” said Gary Torgow, Chemical’s
executive chairman. “As we become one company, we will be able to
provide a more robust product set to a broader customer base, with
limited overlap and disruption. With our increased scale and an enhanced
competitive position, our new organization will be poised to thrive in
today’s evolving banking environment.”

Upon completion of the merger, the combined company will have over $45
billion in total assets and be a top 10 bank in the Midwest based on
deposit market share. With over 500 combined branches across nine
states, the new organization will have a substantial presence in key
Midwest markets including Detroit, Chicago, Minneapolis, Milwaukee and
greater Michigan.

The merger is expected to close in the third quarter or early fourth
quarter of 2019, subject to satisfaction of customary closing
conditions, including receipt of regulatory approvals.

About Chemical Financial Corporation
Chemical Financial
Corporation is the largest banking company headquartered and operating
branches in Michigan. Chemical operates through its subsidiary bank,
Chemical Bank, with 212 banking offices located primarily in Michigan,
northeast Ohio and northern Indiana. As of March 31, 2019, Chemical had
total consolidated assets of $21.8 billion. Chemical Financial
Corporation’s common stock trades on The NASDAQ Stock Market under the
symbol CHFC and is one of the issuers comprising The NASDAQ Global
Select Market and the S&P MidCap 400 Index. More information about
Chemical Financial Corporation is available by visiting the “Investor
Information” section of its website at www.chemicalbank.com.

About TCF Financial Corporation
TCF is a Wayzata,
Minnesota-based national bank holding company. As of March 31, 2019, TCF
had $24.4 billion in total assets and 312 bank branches in Illinois,
Minnesota, Michigan, Colorado, Wisconsin, Arizona and South Dakota
providing retail and commercial banking services. TCF, through its
subsidiaries, also conducts commercial leasing and equipment finance
business in all 50 states and commercial inventory finance business in
all 50 states and Canada. For more information about TCF, please visit http://ir.tcfbank.com.

Cautionary Note Regarding Forward-Looking Statements
Statements
included in this press release, which are not historical in nature are
intended to be, and hereby are identified as, forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “will,” “may,” “anticipate,” “create,” “plan,”
“expect,” “should,” and “could” and variations of such words and similar
expressions are intended to identify such forward-looking statements.
Forward-looking statements are subject to risks, uncertainties and
assumptions that are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence, which could cause actual results to
differ materially from anticipated results. Such risks, uncertainties
and assumptions, include, among others, the following:

  • the failure to obtain necessary regulatory approvals when expected or
    at all (and the risk that such approvals may result in the imposition
    of conditions that could adversely affect the combined company or the
    expected benefits of the transaction);
  • the occurrence of any event, change or other circumstances that could
    give rise to the right of one or both of the parties to terminate the
    merger agreement;
  • the outcome of any legal proceedings that may be instituted against
    Chemical or TCF;
  • the possibility that the anticipated benefits of the transaction,
    including anticipated cost savings and strategic gains, are not
    realized when expected or at all, including as a result of the impact
    of, or problems arising from, the integration of the two companies or
    as a result of the strength of the economy, competitive factors in the
    areas where Chemical and TCF do business, or as a result of other
    unexpected factors or events;
  • the impact of purchase accounting with respect to the transaction, or
    any change in the assumptions used regarding the assets purchased and
    liabilities assumed to determine their fair value;
  • the integration of the businesses and operations of Chemical and TCF,
    which may take longer than anticipated or be more costly than
    anticipated or have unanticipated adverse results relating to
    Chemical’s or TCF’s existing businesses;
  • business disruptions following the merger; and
  • other factors that may affect future results of Chemical and TCF
    including changes in asset quality and credit risk; the inability to
    sustain revenue and earnings growth; changes in interest rates and
    capital markets; inflation; customer borrowing, repayment, investment
    and deposit practices; the impact, extent and timing of technological
    changes; capital management activities; and other actions of the
    Federal Reserve Board and legislative and regulatory actions and
    reforms.

Additional factors that could cause results to differ materially from
those described above can be found in the risk factors described in Item
1A of each of Chemical’s and TCF’s Annual Report on Form 10-K filed with
the SEC for the year ended December 31, 2018. Chemical and TCF disclaim
any obligation to update or revise any forward-looking statements
contained in this report, which speak only as of the date hereof,
whether as a result of new information, future events or otherwise,
except as required by law.

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Contacts

Chemical Financial Corporation
Investor Relations: Dennis
Klaeser, (248) 498-2848, [email protected]
Media:
Tom Wennerberg, (248) 498-2872, [email protected]

TCF Financial Corporation
Investor Relations: Timothy
Sedabres, (952) 745-2766, [email protected]
Media:
Mark Goldman, (952) 475-7050, [email protected]

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