Hometown Financial Group, Inc. (“Hometown”), the multi-bank holding
company for bankESB, bankHometown and Abington Bank, and Randolph
Bancorp, Inc. (NASDAQ: RNDB) (“Randolph”), the bank holding company
for Envision Bank, jointly announced today that they have entered
into a definitive merger agreement pursuant to which Hometown will
acquire Randolph.
Under the terms of the merger agreement, which has been
unanimously approved by both boards of directors, Randolph
shareholders will receive $27.00 in cash for each share of Randolph
common stock. The total transaction value is approximately $146.5
million. The merger is anticipated to close in the fourth quarter
of 2022, subject to certain conditions, including the receipt of
required regulatory approvals, shareholder approval, and other
standard conditions. Randolph’s directors and executive officers
who currently own, in the aggregate, approximately 7.65% of
Randolph’s outstanding common shares have signed voting agreements
pursuant to which they have agreed to vote their shares in favor of
the merger.
As a result of the transaction, Envision Bank will merge with
and into Abington Bank to create a $1.4 billion bank with 11
full-service retail locations across the South Shore, including the
towns of Abington, Avon, Braintree, Cohasset, Holbrook, Marion,
Randolph and Stoughton. Envision’s mortgage division also has
lending centers in North Attleborough and Quincy as well as two
mortgage offices in Massachusetts and one in southern New
Hampshire. As part of the merger agreement, at closing,
Hometown will add at least one Randolph director to the Hometown
and Abington Bank boards of directors.
The transaction will expand Hometown’s market presence in
eastern Massachusetts. Following completion of the transaction,
Hometown will have consolidated assets of approximately $4.4
billion and a branch network of 38 full-service offices across
Massachusetts and northeastern Connecticut.
“With the addition of Envision Bank, we more than double our
full-service locations and assets in eastern Massachusetts,” said
Matthew S. Sosik, CEO of Hometown Financial Group, Inc. “We are
very excited to share the significant resources of Hometown
Financial Group with the employees and customers of Envision
Bank.”
“Envision Bank customers will enjoy our enhanced products and
services and our business customers will benefit from an increase
in lending capacity,” said Andrew Raczka, Abington Bank CEO and
President.
This transaction will be the sixth strategic merger for Hometown
in the last seven years. In 2015, Hometown acquired Citizens
National Bancorp., Inc., based in Putnam, Connecticut, and then
merged with Hometown Community Bancorp., MHC, the holding company
for Hometown Bank, in 2016. It then acquired Pilgrim Bancshares,
Inc., and Abington Bank in 2019, and later that same year merged
Millbury Savings Bank with and into bankHometown.
“Our holding company structure brings the best of both worlds to
our customers, employees, and communities,” Sosik said. “Each bank
has deep roots in the neighborhoods they call home, so each can
operate independently to harness its own local branding power while
taking advantage of our extensive shared resources that take
advantage of size, scale, and efficiency.” Sosik said Hometown
Financial Group will continue to seek out additional strategic
acquisitions and partnerships with like-minded financial
institutions.
“We are very pleased to have reached this agreement. Our shared
values and complementary business models make this an ideal
partnership,” said William M. Parent, President and CEO of Randolph
Bancorp, Inc. “Both organizations are highly respected as leaders
in the community and we believe Hometown Financial Group’s focus on
innovation and technology will help meet the evolving needs of
customers of both Hometown Financial Group and Envision Bank by
providing greater access to digital banking tools and an expanded
branch network. These enhancements will improve the customer
experience and create a stronger banking competitor in eastern
Massachusetts.”
Piper Sandler & Co. acted as financial advisor to Hometown
Financial Group, Inc. and Luse Gorman, PC served as legal counsel.
Keefe, Bruyette & Woods, A Stifel Company, acted as financial
advisor to Randolph Bancorp, Inc. and Goodwin Procter LLP acted as
legal counsel.
Forward-Looking StatementsThis news release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Forward-looking
statements include statements regarding the proposed merger, its
timing and anticipated future results. Forward-looking statements
can be identified by the fact that they do not relate strictly to
historical or current facts. They often include words like
“believe”, “expect”, “anticipate”, “estimate”, and “intend” or
future or conditional verbs such as “will”, “would”, “should”,
“could” or “may”. These forward-looking statements are necessarily
speculative and speak only as of the date made, and are subject to
numerous assumptions, risks and uncertainties, all of which may
change over time. Actual results could differ materially from such
forward-looking statements. Certain factors that could cause actual
results to differ materially from expected results include: failure
to obtain necessary regulatory approvals (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company); failure to obtain
shareholder approvals or to satisfy any of the other conditions to
the transaction on a timely basis or at all or other delays in
completing the merger; the reputational risks and the reaction of
Hometown’s and Randolph’s customers to the transaction; ongoing
disruptions due to COVID-19 pandemic on the global
economy and financial market conditions and the business, results
of operations, and financial condition of Hometown or Randolph; the
occurrence of any event, change or other circumstances that could
give rise to the right of one or both of the parties to terminate
the merger agreement; difficulties in achieving cost savings from
the merger or in achieving such cost savings within the expected
time frame; difficulties in integrating Randolph; increased
competitive pressures; changes in the interest rate environment;
changes in general economic conditions; legislative and regulatory
changes that adversely affect the business in which Randolph is
engaged; changes in the securities markets and other risks and
uncertainties. Additional factors that could cause results to
differ materially from those described above can be found in
Randolph’s Annual Report on Form 10-K for the
year ended December 31, 2021 and in its subsequent Quarterly
Reports on Form 10-Q, including in the
respective Risk Factors sections of such reports, as well as in
subsequent filings with the Securities and Exchange Commission,
each of which is on file with the Commission and available in the
“Investors Relations” section of Randolph’s website,
www.randolphbancorp.com, under the heading “SEC Filings.”
Additional Information and Where to Find ItThis
press release is not a solicitation of any vote or approval of
Randolph shareholders and is not a substitute for the proxy
statement or any other documents which Randolph may send to its
shareholders in connection with the proposed merger. In connection
with the proposed merger, Randolph will provide its shareholders
with a proxy statement and other relevant documents concerning the
proposed transaction. SHAREHOLDERS OF RANDOLPH BANCORP, INC. ARE
URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT REGARDING THE
PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE CONSIDERED BEFORE
MAKING ANY DECISION REGARDING THE TRANSACTION. Randolph’s
shareholders will be able to obtain a copy of the proxy statement,
and any other relevant documents, without charge, when they become
available, at the Securities and Exchange Commission website
(www.sec.gov), on Randolph’s website (www.randolphbancorp.com)
under the tab “Investor Relations” or by directing a request
to:
Lauren MessmoreExecutive Vice President and CFORandolph Bancorp,
Inc.2 Batterymarch Park, Suite 301Quincy, MA 02169
The information available through Randolph’s website is not and
shall not be deemed part of this press release or incorporated by
reference into other filings that Randolph makes with the
Securities and Exchange Commission.
Participants in the SolicitationRandolph and
certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Randolph’s
shareholders in connection with the merger. Information about
Randolph’s directors and executive officers is set forth in the
proxy statement for Randolph’s 2021 annual meeting of shareholders,
as filed with the Securities and Exchange Commission on April 9,
2021. Additional information regarding the interests of these
participants and any other persons who may be deemed participants
in the transaction may be obtained by reading the proxy statement
regarding the proposed merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.
About Hometown Financial GroupHometown
Financial Group, Inc. is a $3.6 billion mutual multi-bank holding
company headquartered in Easthampton, Massachusetts, and is the
parent company of bankESB, bankHometown, and Abington Bank. These
separate and distinct banking franchises offer a complete line of
consumer and business deposit and lending products through its 33
branch offices located throughout Massachusetts and northeastern
Connecticut. Hometown Financial Group recently received national
recognition as a Top Workplaces USA award winner for 2022. For more
information, visit bankHFG.com.
About Randolph Bancorp, Inc.Randolph Bancorp,
Inc. is the holding company for Envision Bank and its Envision
Mortgage Division. Envision Bank is a full-service community bank
with five retail branch locations, loan operations centers in North
Attleborough and Quincy, Massachusetts, three loan production
offices located in Massachusetts and one loan production office in
southern New Hampshire. Envision Bank was founded in 1851 as
Randolph Savings Bank. As of December 31, 2021, Randolph Bancorp,
Inc. had $803 million in total assets.
Envision Bank also previously established the Envision Bank
Foundation, Inc., a nonprofit 501(c)3 corporation organized in 2016
to financially support community projects that improve the quality
of life in the markets served by Envision Bank.
CONTACTS:Hometown Financial Group,
Inc.Dena M. Hall, EVP, Chief Marketing Officer413.779.2215
| dhall@bankESB.com
Randolph Bancorp, Inc.William M. Parent,
President and Chief Executive Officer617.925.1955 |
wparent@envisionbank.com
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