As previously disclosed, on September 19, 2023, Eastern Bankshares, Inc., a Massachusetts corporation (“Eastern”), Citadel MS 2023, Inc., a direct, wholly owned subsidiary of Eastern (“Merger Sub”), Eastern Bank, a Massachusetts-chartered trust company and wholly-owned subsidiary of Eastern (“Eastern Bank”), Cambridge Bancorp, a Massachusetts corporation (“Cambridge”) and Cambridge Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Cambridge (“Cambridge Trust”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Cambridge, with Cambridge as the surviving entity (the “Merger”), and as soon as reasonably practicable following the Merger, Cambridge will merge with and into Eastern, with Eastern as the surviving entity (the “Holdco Merger” and, together with the Merger, the “Transaction”). The Merger Agreement further provides that, following the Merger and the Holdco Merger, at a time to be determined by Eastern, Cambridge Trust will merge with and into Eastern Bank, with Eastern Bank as the surviving company. The Merger Agreement was unanimously approved by the Boards of Directors of each of Eastern, Eastern Bank, Cambridge and Cambridge Trust. The Transaction is subject to the satisfaction or, if permissible, waiver of various conditions, including the affirmative vote of the holders of at least two-thirds of the shares of Cambridge common stock outstanding and entitled to vote on the Merger and the approval of Eastern’s issuance of Eastern common stock in the Merger by the affirmative vote of a majority of the votes cast by the holders of Eastern common stock at an Eastern shareholder meeting, assuming a quorum is present at the virtual meeting.
In connection with the proposed Merger, Eastern filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus, as amended, and Cambridge filed a definitive proxy statement and Eastern filed a definitive proxy statement/prospectus with the SEC, each dated January 16, 2024 (collectively, the “joint proxy statement/prospectus”), with respect to special meetings of the Eastern and Cambridge shareholders scheduled to be held on February 28, 2024. Eastern and Cambridge first mailed the joint proxy statement/prospectus to their respective shareholders on or about January 19, 2024.
Following the filing of the joint proxy statement/prospectus, Eastern identified an error with respect to the number of shares of Eastern common stock outstanding as of the January 8, 2024 record date for the Eastern special meeting, and the number of holders of record of Eastern common stock as of that date. The joint proxy statement/prospectus incorrectly states that a total of 174,508,659 shares of Eastern common stock were outstanding as of January 8, 2024, held by approximately 7,976 holders of record. Instead, 176,426,993 shares of Eastern common stock were outstanding as of January 8, 2024, held by approximately 7,960 holders of record.
In order to correct this misstatement, Eastern and Cambridge are making additional disclosures (the “Additional Disclosures”) to supplement the disclosures contained in the joint proxy statement/prospectus. The Additional Disclosures are set forth below and should be read in conjunction with the joint proxy statement/prospectus.
SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS
The following information supplements the joint proxy statement/prospectus and should be read in connection with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or that this supplement is required by law, Eastern and Cambridge make the following Additional Disclosures:
Summary
The disclosure under the heading “Summary—Special Meeting of Eastern’s Shareholders; Vote Required (see page 52)” is hereby revised by deleting the second full paragraph of page 21 of the joint proxy statement/prospectus and replacing it with the following:
You may vote at the Eastern special meeting if you owned shares of Eastern common stock at the close of business on Monday, January 8, 2024. As of Monday, January 8, 2024, there were 176,426,993 shares of Eastern common stock outstanding, of which approximately 1.09% were owned and entitled to be voted by Eastern directors and executive officers and their affiliates. We currently expect that Eastern’s directors and executive officers will vote their shares in favor of the Eastern Share Issuance Proposal, although none of them has entered into any agreement obligating them to do so.
The Special Meeting of Eastern Shareholders
The disclosure under the heading “The Special Meeting of Eastern Shareholders—Record Date; Shares Entitled to Vote” is hereby revised by deleting the paragraph found under the specified subheading on page 51 of the joint proxy statement/prospectus and replacing it with the following:
Eastern shareholders are entitled to vote if the records of Eastern show that they held shares of Eastern common stock as of the close of business on Monday, January 8, 2024. Beneficial Owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, 176,426,993 shares of Eastern common stock were