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EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: JOHN W. ENNEST
Vice Chairman,
Chief Financial Officer
and Treasurer
(810) 257-2557
THOMAS W. GALLAGHER
Senior Vice President,
General Counsel and
Secretary
(810) 766-7788
TRADED: Nasdaq
SYMBOL: CBCF
MAY 24, 2000
CITIZENS BANKING CORPORATION APPROVES
STOCK REPURCHASE PROGRAM AND ADOPTS
RENEWED SHAREHOLDER RIGHTS PLAN
FLINT, MICHIGAN -- The Board of Directors of Citizens Banking Corporation
(Nasdaq: CBCF) yesterday took measures to protect shareholder value by approving
a stock repurchase program and by adopting a renewed Shareholder Rights Plan.
The stock repurchase program approved by the Board of Directors provides for the
repurchase of up to 3,000,000 shares of Citizens Banking Corporation common
stock on the open market. At present, there are 47,661,639 shares issued and
outstanding. Robert J. Vitito, Citizens' Chairman, President and Chief Executive
Officer stated that "given our stock's current price, as well as the strength
and earnings potential for Citizens, we believe that our stock is undervalued
and a buy-back program is an appropriate financial strategy at this time."
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In adopting the renewed Shareholder Rights Plan, the Board declared a dividend
distribution of one Preferred Share Purchase Right on each outstanding share of
its common stock. The Rights will be exercisable only if a person or group
acquires 15% or more of Citizens common stock or announces a tender offer the
consummation of which would result in ownership by a person or group of 15% or
more of the common stock. Each Right will entitle shareholders to buy one
one-thousandth of a share of a new series of preferred stock at an exercise
price of $65. The Rights are intended to enable all Citizens shareholders to
realize the long-term value of their investment in the Company. The Rights will
not prevent a takeover, but should encourage anyone seeking to acquire the
Company to negotiate with the Board prior to attempting a takeover.
"The Preferred Share Purchase Rights are designed to assure that all of our
shareholders are treated fairly in the event of a takeover of the Company and to
guard against abusive tactics to gain control of the Company without paying all
of our shareholders a reasonable premium," said Mr. Vitito. "The Rights replace
the expiring preferred stock purchase rights and are not being adopted in
response to any specific takeover threat."
If a person or group acquires 15% or more of Citizens' outstanding common stock,
each Right will entitle its holder (other than the acquiring person or group) to
purchase, at the Right's then-current exercise price, a number of Citizens
common shares having a market value of twice such price. In addition, if the
Company is acquired in a merger or other business combination transaction after
a person has acquired 15% or more of the Company's outstanding common stock,
each Right will entitle its holder to purchase, at the Right's then-current
exercise price, a number of the acquiring company's common shares having a
market value of twice such price. The acquiring person or group will not be
entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 15% or
more of the Company's common stock, the Rights are redeemable for one-tenth of a
cent per right at the option of the Board of Directors.
The dividend distribution will be made on or about July 21, 2000, payable to
shareholders of record on June 12, 2000, and is not taxable to shareholders. The
Preferred Share Purchase Rights will expire on May 23, 2010.
Citizens Banking Corporation is a diversified financial services company
providing a full range of commercial, consumer, mortgage banking, trust and
financial planning services to a broad client base. Citizens operates 204
branch, private banking, and financial center locations throughout Michigan,
Wisconsin, Iowa, Minnesota and in suburban Chicago, Illinois.
Discussions in this release that are not statements of historical fact
(including statements in the future tense or those which include terms such as
"believe", "expect", and "anticipate") are forward-looking statements that
involve risks and uncertainties, and the Corporation's actual future results
could materially differ from those discussed. Factors that could cause or
contribute to such differences include, but are not limited to, the
Corporation's future lending and collections experience, the inability to
complete announced acquisition transactions, the effects of acquisitions and the
ability to integrate acquired operations, market acceptance of the Corporation's
products and services,
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competition from other institutions, changes in the banking industry and its
regulation, needs for technological change, and other factors, including those
which are discussed in the Corporation's filings with the Securities and
Exchange Commission.
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