Nicolet Bankshares, Inc. (NasdaqCM:NCBS) executed a letter of intent to acquire County Bancorp, Inc. (NasdaqGM:ICBK) for approximately $210 million on April 27, 2021. Nicolet Bankshares, Inc. entered into an agreement to acquire County Bancorp, Inc. on June 22, 2021. Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the Merger, County shareholders will have the right to receive for each share of County common stock, at the election of each holder and subject to proration, either $37.18 in cash or 0.48 shares of Nicolet common stock. County shareholder elections will be prorated to ensure the total consideration will consist of approximately 20% cash and approximately 80% common stock. Cash portion of the transaction will be financed with new subordinated debt. County Bancorp will pay a termination fee of $10 million in case the agreement is terminated.

Nicolet will appoint a member of County's current board of directors to the boards of directors of Nicolet and Nicolet National Bank upon the completion of the transaction. Post-merger, Tim Schneider will join the senior management team at Nicolet as Senior Vice President, Agriculture Lending Manager. The transaction is subject to approval of the merger agreement by both Nicolet and County shareholders, the receipt of all requisite regulatory approvals, the registration statement becoming effective under the Securities Act, Nicolet shall have filed with the Nasdaq Stock Market, LLC a notification form for the listing of all shares of Nicolet common stock to be delivered in the merger and other closing conditions. The transaction has been unanimously approved by the Board of Directors of both Nicolet and County. Nicolet's Board of Directors unanimously recommends that Nicolet shareholders vote for the approval of the merger agreement. Nicolet Bankshares shareholders and County Bancorp shareholders will hold their respective meetings on October 5, 2021 to approve the transaction. As of September 7, 2021, Nicolet had received all regulatory approvals for the merger. The special meeting of shareholders of Nicolet Bankshares approved the merger on October 5, 2021. The special meeting of shareholders of County Bancorp approved the merger on October 5, 2021. The transaction is expected to close in the fourth quarter of 2021. As of September 10, 2021, the transaction is expected to close on December 3, 2021.

Robert D. Klingler of Bryan Cave Leighton Paisner LLP acted as legal advisor to Nicolet Bankshares and Robert M. Fleetwood, Emily N. Henkel, Nicholas M. Brenckman, Donald L. Norman, Andrew J. Gordon, Michael J. Towne and Alice Lin of Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as legal advisors to County Bancorp. Keefe, Bruyette, & Woods, Inc. acted as the financial advisor and fairness opinion provider to Nicolet whereas Stephens Inc. acted as the financial advisor and fairness opinion provider to County. Nicolet has agreed to pay Keefe, Bruyette, & Woods, Inc. a total cash fee of $1,750,000, $350,000 of which became payable with the rendering of its opinion and the balance of which is contingent upon the consummation of the merger. First Illinois Shareholder Services is the transfer agent for shares of County Bancorp.

Nicolet Bankshares, Inc. (NasdaqCM:NCBS) completed the acquisition of County Bancorp, Inc. (NasdaqGM:ICBK) on December 3, 2021. As a result of the transaction, County merged with and into Nicolet, with Nicolet being the surviving corporation.