ROCKLAND, Mass. & SOMERVILLE, Mass.--(BUSINESS WIRE)--
Independent Bank Corp. (NASDAQ: INDB) (“Independent”), parent of
Rockland Trust Company, and Central Bancorp, Inc. (NASDAQ: CEBK)
(“Central”), parent of Central Bank, jointly reported today that, due to
the weather event impacting the Northeastern United States in recent
days, Independent and Central have agreed to extend the deadline for
Central shareholders to elect the form of merger consideration they wish
to receive in connection with the proposed merger of Central with and
into Independent (the “Merger”) for twenty-four hours until 5:00 p.m.,
Eastern Time on Friday, November 2, 2012 (the “Election Deadline”).
As previously announced, Central shareholders can elect, for each share
of Central common stock held, either cash, Independent common stock, or
a combination of cash and Independent common stock. All elections will
be subject to proration to the extent necessary to ensure that 60% of
the outstanding shares of Central are exchanged for Independent common
stock and 40% of the outstanding shares of Central are exchanged for
cash. To make an election, Central shareholders must deliver to
Computershare Trust Company, N.A., the exchange agent for the Merger,
prior to the Election Deadline, a properly completed election form and
related letter of transmittal, together with their Central stock
certificates or confirmation of book-entry transfer, or a properly
completed notice of guaranteed delivery. Central shareholders should
refer to the election materials and letter of transmittal that were
mailed to Central shareholders on or about October 3, 2012 for
additional information and detailed instructions regarding the merger
consideration election and letter of transmittal procedure.
About Independent Bank Corp.
Independent, which has Rockland Trust Company as its wholly-owned
commercial bank subsidiary, has approximately $5.2 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 is the 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:
Certain 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, certain statements may be contained in the respective future
filings of Independent and of Central with the Securities Exchange
Commission, in press releases and in oral and written statements made by
or with the approval of Independent or Central that are not statements
of historical fact and 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. Therefore, actual outcomes and results 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) the ability to obtain
governmental approvals of the merger on the proposed terms and schedule;
(vi) local, regional, national and international economic conditions and
the impact they may have on the parties to the merger and their
customers; (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 parties’ 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 the parties’ future businesses; 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 Reports 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 proposed transaction or other matters and attributable to
the parties or any person acting on their behalf 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. The parties undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the
date on which such statement is made, or to reflect the occurrence of
unanticipated events.
Additional Information:
In connection with the Merger, Independent has filed with the SEC a
Registration Statement on Form S-4 that includes a Proxy Statement of
Central and a Prospectus of Independent, as well as other relevant
documents concerning the proposed transaction. Shareholders are urged to
read the Registration Statement and the Proxy Statement/Prospectus
regarding the Merger 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. You may obtain a free
copy of the Proxy Statement/Prospectus, as well as other filings
containing information about Independent and Central at the SEC’s
Internet site (http://www.sec.gov).
You may also obtain these documents for Independent, free of charge, at www.RocklandTrust.com
under the tab “Investor Relations” and then under the heading “SEC
Filings.” Copies of the Proxy Statement/Prospectus and the SEC filings
incorporated by reference in the Proxy Statement/Prospectus can also be
obtained, free of charge, by directing a request to Investor Relations,
Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370,
(781) 982-6858.

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
or
Central
Bancorp, Inc.
Investor and Media Contacts:
William P.
Morrissey, 617-628-4000
President and Chief Operating Officer
Source: Independent Bank Corp.