Independent Bank Corp. and Central Bancorp, Inc. Report the Dismissal of Shareholder Lawsuit
14 Agosto 2012 - 10:10PM
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 announced that a Stipulation of Dismissal has been filed by
the parties to a previously-reported lawsuit brought in Superior
Court in Middlesex County, Massachusetts on July 17, 2012. The
lawsuit, which purported to be a class action against Central, each
of Central’s directors, and Independent, related to certain alleged
actions by the named defendants in connection with the proposed
merger of Central with and into Independent. The Stipulation
dismisses the lawsuit with prejudice as to the named plaintiff and
provides that the parties will bear their own attorneys’ fees and
costs.
About Independent Bank Corp.
Independent, which has Rockland Trust Company
as its wholly-owned commercial bank subsidiary, has approximately
$5.0 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.
Central and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Central in connection with the
Merger and the transactions contemplated thereby. Information about
the directors and executive officers of Central is set forth in its
most recent Annual Report on Form 10-K, as filed with the SEC on
June 19, 2012. 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 Proxy
Statement/Prospectus regarding the Merger and any amendments
thereto. You may obtain free copies of this document as described
in the preceding paragraph.
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