ROCKLAND, Mass.--(BUSINESS WIRE)--
Independent Bank Corp. (NASDAQ: INDB), parent of Rockland Trust Company,
today announced the closing of its acquisition of Central Bancorp, Inc.
(NASDAQ: CEBK), parent of Central Bank.
“This acquisition significantly increases Rockland Trust’s presence in
Middlesex County and we welcome Central Bank customers and employees to
Rockland Trust,” said Christopher Oddleifson, President and Chief
Executive Officer of Rockland Trust. “The demographics of our new
territory are very attractive, and we anticipate that this acquisition
will be immediately accretive and deliver solid returns to our
shareholders.”
The legal closing occurred today and the acquisition will be effective
as of 12:01 a.m. on Saturday, November 10, 2012. As of the effective
time Central Bancorp, Inc. was legally merged with and into Independent
Bank Corp., with Independent the surviving entity, and Central Bank
legally merged with and into Rockland Trust, with Rockland Trust the
surviving entity. Central Bank will continue to operate under its name,
as a division of Rockland Trust, until the customer and facilities
conversion is complete in the first quarter of 2013, at which time the
nine former Central Bank branches will be converted into Rockland Trust
branches.
Effective as of the completion of the acquisition, former Central
Director John J. Morrissey was appointed a Class I Director of
Independent Bank Corp., with a term expiring at the 2015 Annual
Shareholder Meeting, and was also appointed a Director of Rockland
Trust. Mr. Morrissey is a founding partner of the Braintree,
Massachusetts law firm Morrissey, Wilson, Zafiropoulos LLP, a boutique
law firm practicing in the areas of litigation, bankruptcy and
creditors’ rights, and real estate. Mr. Morrissey’s practice is
primarily in the area of litigation, with a principle focus on personal
injury and workers compensation claims. Mr. Morrissey is a member of the
Board of Bar Overseers’ Hearing Committee for Plymouth and Norfolk
Counties. He is a member of the Massachusetts Academy of Trial
Attorneys’ Board of Governors and the Massachusetts Bar Association’s
House of Delegates. Mr. Morrissey was recently appointed Chair of the
Massachusetts Bar Association’s Judicial Administration Section Council
for 2012-2013 and serves on the Workplace Safety Task Force. Mr.
Morrissey, who is 45 years old, is a graduate of the University of
Massachusetts, Amherst and of the Boston University School of Law. Mr.
Morrissey resides in Hingham, Massachusetts with his wife Katherine and
their three children.
Immediately prior to the legal closing Central redeemed the 10,000
shares of Central’s Senior Non-Cumulative Perpetual Preferred Stock,
Series B (the “Series B Preferred Stock”), issued pursuant to the Small
Business Lending Fund program, by paying the United States Department of
the Treasury the Ten Million Dollars($10,000,000) liquidation amount of
the Series B Preferred Stock, plus accrued but unpaid dividends. On
November 9, 2012 Independent made an unsecured loan to Central, the
proceeds of which were immediately used to pay the redemption cost of
the Series B Preferred Stock just prior to the legal closing.
Independent funded its unsecured loan to Central by drawing
approximately Ten Million Dollars($10,000,000) from its recently
established line of credit with PNC Bank, National Association.
Independent anticipates that it will repay the amount drawn from that
line of credit, in full, within 12 to 24 months. The corresponding asset
and liability associated with the unsecured loan from Independent to
Central, which were equal and offsetting, were cancelled in connection
with the financial consolidation of Central and Independent.
The results of the elections made by Central shareholders as to the form
of consideration to be received due to the merger are as follows:
Stock Elections: Central shareholders who validly elected to
receive all Independent common stock will receive 1.0533 shares of
Independent common stock for each share of Central common stock with
respect to which that election was made;
Non-Elections: Central shareholders who validly elected either
the “No Preference” choice or who did not make a valid election will
receive 1.0533 shares of Independent common stock for each share of
Central common stock held immediately prior to the merger; and
Cash Elections: Cash elections were oversubscribed and therefore
subject to the pro-ration calculations specified in the merger
agreement, so that in the aggregate 60% of the shares of Central common
stock outstanding immediately prior to the merger were converted into
shares of Independent common stock and the remaining 40% of the shares
of Central common stock outstanding immediately prior to the merger were
converted into the right to receive $32.00 in cash, without interest.
Due to the pro-ration required by the oversubscription of cash
elections, Central shareholders who validly elected to receive cash will
receive $32.00 in cash, without interest, for 52.8385% of their shares
and 1.0533 shares of Independent common stock for 47.1615% of their
shares.
Under the terms of the merger agreement, cash will be issued in lieu of
fractional shares.
As a result of the elections and pro-ration described above, Central
shareholders will receive an aggregate of approximately 1,068,647 shares
of Independent common stock and an aggregate of $21,644,160 in cash,
which does not include cash in lieu of fractional shares. Independent
now has approximately, including the shares issued in connection with
the acquisition, 22,748,865 shares of common stock outstanding.
About Independent Bank Corp.
Independent Bank Corp., which has Rockland Trust Company as its
wholly-owned commercial bank subsidiary, has approximately $5.7 billion
in assets. Rockland Trust offers a wide range of commercial banking
products and services, retail banking products and services, business
and consumer loans, insurance products and services, and investment
management services. To find out why Rockland Trust is the bank “Where
Each Relationship Matters®”, visit www.RocklandTrust.com.
About Central Bancorp., Inc.
Central Bancorp, Inc. is holding company for Central Bank, whose legal
name is Central Co-Operative Bank and which was founded in 1915 as a
Massachusetts chartered co-operative bank to provide savings deposits
and originate mortgage loans. Central Bank is a full-service community
banking operation that provides a variety of deposit and lending
services --- including savings and checking accounts for retail and
business customers, mortgage loans for constructing, purchasing and
refinancing residential and commercial properties, and loans for
education, home improvement and other purposes. Central Bank operates
nine full-service offices in the Massachusetts communities of
Somerville, Arlington, Burlington, Chestnut Hill, Malden, Medford,
Melrose, and Woburn (two branches).
Forward Looking Statements:
Statements contained in this filing that are not statements of
historical fact constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 (the “Act”),
notwithstanding that such statements are not specifically identified. In
addition, statements in future filings of Independent with the
Securities Exchange Commission (the “SEC”), in press releases, and in
oral and written statements made by or with the approval of Independent
that are not statements of historical fact may also constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to:
(i) statements about the benefits of the merger, including future
financial and operating results, cost savings, enhanced revenues, and
accretion to reported earnings that may be realized from the merger;
(ii) statements of plans, objectives, and expectations of management or
the Boards of Directors; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such
statements. Words such as “believes,” “anticipates,” “expects,”
“intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and
other similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements.
Forward-looking statements are not guarantees of future performance and
involve certain risks, uncertainties, and assumptions which are
difficult to predict. Actual outcomes and results, therefore, may differ
materially from what is expressed or forecasted in such forward-looking
statements. Factors that could cause actual results to differ from those
discussed in the forward-looking statements include, but are not limited
to: (i) the risk that the businesses involved in the merger will not be
integrated successfully or such integration may be more difficult,
time-consuming, or costly than expected; (ii) expected revenue synergies
and cost savings from the merger may not be fully realized or realized
within the expected time frame; (iii) revenues following the merger may
be lower than expected; (iv) deposit attrition, operating costs,
customer loss and business disruption following the merger including,
without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (v) local, regional, national
and international economic conditions and the impact they may have;
(vii) changes in interest rates, spreads on earning assets and
interest-bearing liabilities, and interest rate sensitivity;
(viii) prepayment speeds, loan originations, and credit losses;
(ix) sources of liquidity; (x) shares of common stock outstanding and
common stock price volatility; (xi) fair value of and number of
stock-based compensation awards to be issued in future periods;
(xii) legislation affecting the financial services industry as a whole,
and/or the parties and their subsidiaries individually or collectively;
(xiii) regulatory supervision and oversight, including required capital
levels; (xiv) increasing price and product/service competition by
competitors, including new entrants; (xv) rapid technological
developments and changes; (xvi) the ability to continue to introduce
competitive new products and services on a timely, cost-effective basis;
(xvii) the mix of products/services; (xiii) containing costs and
expenses; (xix) governmental and public policy changes; (xx) protection
and validity of intellectual property rights; (xxi) reliance on large
customers; (xxii) technological, implementation and cost/financial risks
in large, multi-year contracts; (xxiii) the outcome of pending and
future litigation and governmental proceedings; (xxiv) continued
availability of financing; (xxv) financial resources in the amounts, at
the times, and on the terms required to support future business; and,
(xxvi) material differences in the actual financial results of merger
and acquisition activities compared with expectations, including the
full realization of anticipated cost savings and revenue enhancements.
Additional factors that could cause Independent’s results to differ
materially from those described in the forward-looking statements can be
found in Independent’s and Central’s respective Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K
filed with the SEC. All subsequent written and oral forward-looking
statements concerning the transaction or other matters are expressly
qualified in their entirety by the cautionary statements referenced
above. Forward-looking statements speak only as of the date on which
such statements are made. Independent undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after
the date on which it was made, or to reflect the occurrence of
unanticipated events.
Independent Bank Corp.
Investor Contacts:
Chris
Oddleifson, 781-982-6660
President and Chief Executive Officer
or
Denis
K. Sheahan, 781-982-6341
Chief Financial Officer
or
Media
Contact:
Ralph Valente, 781-982-6636
Senior Vice President
ralph.valente@rocklandtrust.com
Source: Independent Bank Corp.