Independent Bank Corp. & Central Bancorp, Inc. Report Receipt of Merger Regulatory Approvals, Election Deadline, Exchange Rat...
22 Ottobre 2012 - 10:05PM
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 the following
in connection with the proposed merger of Central with and into
Independent (the “Merger”):
- All regulatory approvals relating to
the Merger have been received and applicable regulatory waiting
periods have expired as of October 19, 2012.
- The deadline for Central
shareholders to elect the form of merger consideration they wish to
receive in connection with the Merger is 5:00 p.m., Eastern Time on
November 1, 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.
- The final exchange ratio to be
used in determining the number of shares of Independent common
stock that will be issued to Central shareholders electing to
receive stock consideration in the Merger (or receiving stock
consideration as a result of the pro ration described above) has
been determined in accordance with the merger agreement to be
1.0533 shares of Independent common stock in exchange for each
share of Central common stock.
- The Merger is anticipated to close on
or about November 9, 2012.
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.
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