Transaction Would Result in Rockland Trust
Surpassing $20 Billion in Assets and Reinforce Rockland Trust’s
Position as the Boston Area’s Premier Community-Focused Commercial
Bank
Independent Bank Corp. (NASDAQ Global Select Market: INDB)
(“Independent”), parent of Rockland Trust Company (“Rockland
Trust”), and Meridian Bancorp, Inc. (NASDAQ Global Select Market:
EBSB) (“Meridian”), parent of East Boston Savings Bank, have signed
a definitive merger agreement for Independent to acquire Meridian
and Rockland Trust to acquire East Boston Savings Bank.
The merger agreement provides that each Meridian stockholder
will receive 0.2750 of a share of Independent common stock for each
share of Meridian common stock. The transaction is intended to
qualify as a tax-free reorganization for federal income tax
purposes and to provide a tax-free exchange for Meridian
stockholders for the Independent common stock consideration they
receive.
Independent anticipates issuing approximately 14.2 million
shares of its common stock in the merger. Based upon Independent’s
$79.57 per share closing price on April 21, 2021, the transaction
is valued at approximately $1.15 billion and the aggregate
consideration represents 150% of Meridian’s tangible book value.
The merger is expected to close in the fourth quarter of 2021
subject to customary closing conditions, including customary
regulatory approvals and approvals of Meridian and Independent
shareholders.
“This merger is consistent with our strategy of acquiring banks
in overlapping and adjacent markets who share our
relationship-focused style of banking,” said Christopher
Oddleifson, the President and Chief Executive Officer of
Independent and the Chief Executive Officer of Rockland Trust.
“East Boston Savings Bank has been committed to building meaningful
connections with their customers since 1848 and we are excited to
work alongside them to deepen those relationships with expanded
products, services, and technology. At the same time, we look
forward to increasing our presence in and around the city and
reinforcing our position as the Boston area’s premier
community-focused commercial bank.”
“This transaction brings together two strong banks with a long
and rich history serving and investing in our local communities,”
said Richard J. Gavegnano, the President and Chief Executive
Officer of East Boston Savings Bank. “We are excited to join a
like-minded organization dedicated to creating exceptional customer
experiences, built on trust and quality service, while also
providing an attractive return to our stockholders.”
East Boston Savings Bank was founded in 1848 and conducts its
business from 42 full-service locations, one mobile branch and
three loan centers in the greater Boston metropolitan area. As of
March 31, 2021 Meridian had $6.5 billion in total assets, $5.3
billion in loans, and $5.1 billion in deposits.
“Following this merger, Rockland will have approximately $20
billion in assets. In addition to the market leading commercial
lending capabilities, this acquisition will further enhance our
core deposit franchise value and allow for the expansion of
Rockland’s broad financial product set to an expanded business and
consumer customer base,” said Christopher Oddleifson.
Independent anticipates that: the transaction will (i) be
approximately 7.9% immediately accretive to tangible book value per
share; (ii) be approximately 23% accretive to its 2022 earnings per
share, assuming fully phased-in cost saves; and, (iii) generate an
internal rate of return of approximately 16%. Combined
merger-related charges are expected to be approximately $64 million
before tax, in the aggregate, incurred in 2021.
The boards of directors of each company have unanimously
approved the transaction. The transaction is subject to certain
conditions, including the receipt of required regulatory approvals,
approval by the stockholders of both Meridian and Independent, and
other customary conditions. Meridian’s directors and executive
officers who currently own, in the aggregate, about 3.5% of
Meridian Bancorp, Inc.’s outstanding shares have signed voting
agreements pursuant to which they have agreed to vote their shares
in favor of the merger.
Keefe, Bruyette & Woods, a Stifel Company, acted as
financial advisor to Independent and Wachtell, Lipton, Rosen &
Katz served as legal counsel. Raymond James & Associates, Inc.
acted as financial advisor to Meridian and Luse Gorman, PC served
as legal counsel.
CONFERENCE CALL INFORMATION
At 10:30 a.m. Eastern Standard Time on Friday, April 23, 2021
Christopher Oddleifson, Chief Executive Officer, Robert Cozzone,
Chief Operating Officer, Mark Ruggiero, Chief Financial Officer,
and Gerard Nadeau, President and Chief Commercial Banking Officer
will host a conference call to discuss the Company’s first quarter
earnings results and the East Boston Savings Bank transaction.
Internet access to the call is available on the Company’s website
at www.RocklandTrust.com or via telephonic access by dial-in at
1-888-336-7153 reference: INDB. A replay of the call will be
available by calling 1-877-344-7529, Replay Conference Number:
10152332 and will be available through May 7, 2021. Additionally, a
webcast replay will be available until April 23, 2022.
ABOUT INDEPENDENT BANK CORP.
Independent Bank Corp. (NASDAQ Global Select Market: INDB) is
the holding company for Rockland Trust Company, a full-service
commercial bank headquartered in Massachusetts. Rockland Trust was
named to The Boston Globe's "Top Places to Work" 2020 list, an
honor earned for the 12th consecutive year. In 2020, Rockland Trust
was ranked the #1 Bank in Massachusetts according to Forbes World's
Best Banks list. Rockland Trust has a longstanding commitment to
equity and inclusion. This commitment is underscored by initiatives
such as Diversity and Inclusion leadership training, a colleague
Allyship mentoring program, numerous Employee Resource Groups
focused on providing colleague support and education, reinforcing a
culture of mutual respect and advancing professional development,
and Rockland Trust’s sponsorship of diverse community organizations
through charitable giving and employee-based volunteerism. Rockland
Trust is deeply committed to the communities it serves, as
reflected in the overall "Outstanding" rating received in its most
recent Community Reinvestment Act performance evaluation. Rockland
Trust offers a wide range of banking, investment, and insurance
services. The Bank serves businesses and individuals through
approximately 100 retail branches, commercial and residential
lending centers, and investment management offices in eastern
Massachusetts, including Greater Boston, the South Shore, Cape Cod
and Islands, Worcester County, and Rhode Island. Rockland Trust
also offers a full suite of mobile, online, and telephone banking
services. Rockland Trust is an FDIC member and an Equal Housing
Lender. To find out why Rockland Trust is the bank "Where Each
Relationship Matters®," please visit RocklandTrust.com.
ABOUT MERIDIAN BANCORP, INC.
Meridian Bancorp, Inc. (NASDAQ Global Select Market: EBSB) is
the holding company for East Boston Savings Bank. East Boston
Savings Bank, a Massachusetts-chartered stock savings bank founded
in 1848, operates 43 branches in the greater Boston metropolitan
area, including 42 full-service locations and one mobile branch.
East Boston Savings Bank offers a variety of deposit and loan
products to individuals and businesses located in its primary
market, which consists of Essex, Middlesex, Norfolk and Suffolk
Counties, Massachusetts. For additional information, visit
www.ebsb.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain forward-looking statements,
including, but not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objectives, expectations and intentions of
Independent and Meridian, the expected timing of completion of the
transaction, and other statements that are not historical facts.
Such statements are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs and expectations,
are forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could,
or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and the
business, results of operations, and financial condition of
Independent and Meridian; uncertainty in U.S. fiscal and monetary
policy, including the interest rate policies of the Federal Reserve
Board; volatility and disruptions in global capital and credit
markets; movements in interest rates; reform of LIBOR; increased
competition in the markets of Independent and Meridian; success,
impact, and timing of business strategies of Independent and
Meridian; the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations; the failure to obtain necessary regulatory
approvals (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 failure
to obtain shareholder approvals or to satisfy any of the other
conditions to the transaction on a timely basis or at all or other
delays in completing 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
Independent or Meridian; the possibility that the anticipated
benefits of the transaction 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 and competitive factors in the areas where
Independent and Meridian do business; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management’s attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction; the dilution caused
by Independent’s issuance of additional shares of its capital stock
in connection with the transaction; and other factors that may
affect the future results of Independent and Meridian. Additional
factors that could cause results to differ materially from those
described above can be found in Independent’s Annual Report on Form
10-K for the year ended December 31, 2020 and in its subsequent
Quarterly Reports on Form 10-Q, including in the respective Risk
Factors sections of such reports, as well as in subsequent SEC
filings, each of which is on file with the Securities and Exchange
Commission (the “SEC”) and available in the “Investor Relations”
section of Independent’s website, www.rocklandtrust.com, under the
heading “SEC Filings” and in other documents Independent files with
the SEC, and in Meridian’s Annual Report on Form 10-K for the year
ended December 31, 2020 and in its subsequent Quarterly Reports on
Form 10-Q, including in the respective Risk Factors sections of
such reports, as well as in subsequent SEC filings, each of which
is on file with and available in the “Investor Relations” section
of Meridian’s website, www.ebsb.com, under the heading “SEC
Filings” and in other documents Meridian files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Independent and Meridian assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Independent will
file with the SEC a Registration Statement on Form S-4 that will
include a Joint Proxy Statement of Independent and Meridian and a
Prospectus of Independent, as well as other relevant documents
concerning the proposed transaction. The proposed transaction
involving Independent and Meridian will be submitted to
Independent’s shareholders and Meridian’s stockholders for their
consideration. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. INVESTORS AND
SHAREHOLDERS OF INDEPENDENT AND MERIDIAN ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A copy of the definitive joint proxy
statement/prospectus, as well as other filings containing
information about Independent and Meridian, can be obtained without
charge, at the SEC’s website (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Independent Investor Relations, 288 Union
Street, Rockland, Massachusetts 02370, telephone (781) 982-6737, or
to Meridian Investor Relations, 67 Prospect Street, Peabody,
Massachusetts 01960, (978) 977-2211.
PARTICIPANTS IN THE SOLICITATION
Independent, Meridian, and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Independent and/or
Meridian in connection with the proposed transaction under the
rules of the SEC. Information regarding Independent’s directors and
executive officers is available in its definitive proxy statement
relating to its 2021 Annual Meeting of Shareholders, which was
filed with the SEC on April 1, 2021, and its Annual Report on Form
10-K for the year ended December 31, 2020, which was filed with the
Commission on February 26, 2021, and other documents filed by
Independent with the SEC. Information regarding Meridian’s
directors and executive officers is available in its definitive
proxy statement relating to its 2021 Annual Meeting of
Shareholders, which was filed with the SEC on April 9, 2021, and
its Annual Report on Form 10-K for the year ended December 31,
2020, which was filed with the Commission on March 1, 2021 and
other documents filed by Meridian with the SEC. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials filed with the
SEC, which may be obtained free of charge as described in the
preceding paragraph.
Category: Merger Releases
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version on businesswire.com: https://www.businesswire.com/news/home/20210422006063/en/
INDEPENDENT BANK CORP. / ROCKLAND TRUST Investor: Mark Ruggiero, Chief Financial Officer
Independent Bank Corp. (781) 982-6281
Mark.Ruggiero@rocklandtrust.com Media:
Emily McDonald, Project Manager, Marketing Strategy and Analysis
Rockland Trust Company (781) 982-6650
Emily.McDonald@rocklandtrust.com MERIDIAN BANCORP, INC. / EAST
BOSTON SAVINGS BANK Investor and
Media: Richard J. Gavegnano, Chairman, President and Chief
Executive Officer Meridian Bancorp, Inc. (978) 977-2211
Meridian Bancorp (NASDAQ:EBSB)
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