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Exhibit 99.5
CITIZENS BANKING CORPORATION
CUSTOMER QUESTION AND ANSWER GUIDE
We are pleased to announce that Citizens Banking Corporation and Republic
Bancorp have signed an agreement under which Republic will merge into Citizens.
Pending necessary approvals, the merger is expected to close late in the 4th
quarter of 2006.
Q: WILL THE BANK NAME CHANGE?
A: As the merger is approved and we integrate both banks, we will change the
name of branch locations to Citizens Republic Bancorp. This will allow you
to bank at branch locations in four Midwest states including Michigan,
Wisconsin, Ohio and Iowa.
Q. WHAT ARE THE BENEFITS OF THE MERGER FOR BOTH ORGANIZATIONS?
A. Citizens Republic Bancorp will represent a strong regional brand better
positioned to compete with super-regional as well as community banks. The
existing corporate cultures and strategies for both companies are very
compatible. Both teams are committed to a strong sales and service
philosophy which will lead to future growth and enhanced shareholder value.
Citizens Republic Bancorp will provide a full complement of commercial,
wealth management, and specialty lending products to Republic customers,
as well as enhance SBA, commercial real estate and mortgage banking
services for Citizens customers through 275 branch and loan production
offices. This partnership will increase our Southeast Michigan presence to
39 locations. Citizens Republic Bancorp will have almost 5% of the total
deposits in Michigan, with over 35% of its deposits in high growth
markets.
Q. AS A CUSTOMER, HOW WILL I BE AFFECTED BY THIS CHANGE?
A. The merger will offer customers enhanced convenience through a greatly
expanded branch network. We are committed to a relentless focus on our
customers and will work closely together as partners to assure there is
minimal disruption. For now, nothing will change for the customers of
either organization. Citizens Bank and Republic Bank customers will not be
able to make transactions at the partner locations until after our systems
are integrated which is expected to occur in the first quarter of 2007.
Q: WILL MY ACCOUNT CHANGE?
A: At this time, your account(s) will remain the same. As we work to bring
both banks together, we will offer expanded services and products for
consumers and businesses. More information will be provided in coming
months. As always, we will continue to work with you to find the right
accounts to fit your banking needs.
Q: CAN I USE MY SAME CHECKS?
A: Yes, you should continue to use your same checks. In addition,
customers should also continue to use the same ATM, Debit/Check Cards,
and Credit Cards.
Q. WILL YOU SELL OR CLOSE BRANCH OFFICES?
A: We will evaluate all of our markets to ensure that we have proper branch
coverage to service our customers. Branch divestitures in some of our
markets may be required by the regulators. All of this will likely result
in some consolidation and closures of branches but it is too early for us
to speculate on specific details.
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Q. WILL YOU CONTINUE TO SUPPORT OUR LOCAL COMMUNITIES?
A. Both organizations are dedicated to improving the quality of life in the
communities we serve. We will continue our support of the communities in
which our customers and associates work and live.
Q. WHO IS REPUBLIC BANCORP AND WHERE ARE THEY LOCATED?
A. Republic Bancorp is currently the 3rd largest bank holding company
headquartered in Michigan with over $6.2 billion in assets and currently
ranks as the 80th largest bank holding company in the United States and
employs over 1,000 people. Its subsidiary Republic Bank has 92 retail
branches located in Michigan, Ohio and Indiana. Republic serves three
primary business lines in retail, commercial and mortgage. Republic Bancorp
common stock trades on NASDAQ under the symbol RBNC. Republic was recently
ranked by FORTUNE magazine as the 17th best company to work for in America.
This is its sixth year listed on FORTUNE'S "100 Best Companies to Work
For." Republic has also been named to WORKING MOTHER magazine's list of
"100 Best Companies for Working Mothers" for the fifth year in a row. More
information about Republic Bancorp is available at
http://www.republicbancorp.com.
Q. WHO WILL MANAGE THE NEW BANK?
A. The management team for Citizens Republic Bancorp will be committed to
sharing the best practices of both organizations to assure we remain a
competitive financial force in the Midwest. JERRY CAMPBELL, current
Chairman of Republic Bancorp will serve as Chairman of the Board of the
new Citizens Republic Bancorp. BILL HARTMAN, Chairman, President and
CEO of Citizens Banking Corporation will assume the position of CEO of
Citizens Republic Bancorp. DANA CLUCKEY, President and CEO of Republic
Bancorp will serve as President and Chief Operating Officer of Citizens
Republic Bancorp.
CITIZENS BANKING CORPORATION COMPANY PROFILE
Citizens Banking Corporation is currently the 2nd largest bank holding company
headquartered in Michigan and employs over 2,100 people. Citizens is a
diversified financial services company providing a wide range of commercial,
consumer, mortgage, trust, and financial planning services to a broad client
base. Citizens Banking Corporation serves markets through Citizens Bank offices
in Michigan and Wisconsin, and through F&M Bank offices in Iowa. Citizens
Banking Corporation has roots going back to 1871 in Flint, Michigan. Citizens is
currently the 64th largest bank holding company in the United States, with
assets of $7.7 billion as of March 31, 2006. Citizens Banking Corporation common
stock trades on the NASDAQ under the symbol CBCF. More information about
Citizens Banking Corporation is available at http://www.citizensonline.com.
WE HOPE THAT YOU HAVE FOUND THIS INFORMATION HELPFUL. HOWEVER, THIS Q&A IS ONLY
A SUMMARY. IF THERE IS ANY CONFLICT BETWEEN THIS INFORMATION AND THE OFFICIAL
PLAN DOCUMENTS RELATING TO ANY BENEFIT PLAN REFERRED TO HEREIN, THE TERMS OF THE
PLAN DOCUMENTS WILL GOVERN. ALSO, AS ALWAYS, CITIZENS RESERVES THE RIGHT TO
INTERPRET, MODIFY OR TERMINATE ITS PLANS AND POLICIES AT ANY TIME.
SAFE HARBOR STATEMENT
Discussions in this release that are not statements of historical fact
(including statements that include terms such as "will," "may," "should,"
"believe," "expect," "anticipate," "estimate," "intend," and "plan") are
forward-looking statements that involve risks and uncertainties. Any
forward-looking statement is not a guarantee of future performance and actual
results could differ materially from those contained in the forward-looking
information. Such forward-looking statements include, but are not limited to,
statements about the benefits of the business combination transaction involving
Citizens and Republic, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other statements
that are not historical facts.
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The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the
failure of Citizens or Republic shareholders to approve the transaction; the
risk that the businesses will not be integrated successfully; deposit attrition
and disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; competition and its effect on
pricing, spending, third-party relationships and revenues; movements in market
interest rates and secondary market volatility; divestitures assumed and/or
required; potential conditions that may affect the tax-free status of the
Republic stock exchange for Citizens' common shares; and unfavorable changes in
economic and business conditions or the regulatory environment. Additional
factors that may affect future results are contained in Citizens' and Republic's
filings with the SEC, which are available at the SEC's web site
http://www.sec.gov. Citizens and Republic disclaim any obligation to update and
revise statements contained in these materials based on new information or
otherwise.
ADDITIONAL INFORMATION
In connection with the proposed merger, Citizens and Republic will file a joint
proxy statement/prospectus with the Securities and Exchange Commission ("SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when available) and other documents filed by
Citizens and Republic with the SEC at the SEC's website at http://www.sec.gov.
Free copies of the joint proxy statement/prospectus (when available) and each
company's other filings with the SEC may also be obtained by accessing Citizens'
website at http://www.citizensonline.com under the Investor Relations section or
by accessing Republic's website at http://www.republicbancorp.com under the
Investor Relations section.
Citizens and Republic and their respective directors, executive officers and
other members of their management may be soliciting proxies from their
respective shareholders in favor of the merger. Information concerning persons
who may be considered participants in the solicitation of Citizens' shareholders
under the rules of the SEC is set forth in the Proxy Statement filed by Citizens
with the SEC on March 22, 2006, and information concerning persons who may be
considered participants in the solicitation of Republic's shareholders under the
rules of the SEC is set forth in the Proxy Statement filed by Republic with the
SEC on March 14, 2006. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the transaction
may be obtained by reading the joint proxy statement/prospectus regarding the
proposed merger when it becomes available. You may obtain free copies of these
documents as described above.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such jurisdiction.
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