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Independent Bank´s Rockland Trust to Acquire Meridian Bancorp
Thursday 22 April 2021

Massachusetts, US-based bank holding company Independent Bank Corp. (NASDAQ Global Select Market: INDB) parent of Rockland Trust Company, and Massachusetts, US-based Meridian Bancorp, Inc. (NASDAQ Global Select Market: EBSB) parent of East Boston Savings Bank, have signed a definitive merger agreement for Independent to acquire Meridian and Rockland Trust to acquire East Boston Savings Bank, the companies said.

The merger agreement provides that each Meridian stockholder will receive 0.2750 of a share of Independent common stock for each share of Meridian common stock.

The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Meridian stockholders for the Independent common stock consideration they receive.

Independent anticipates issuing approximately 14.2 m shares of its common stock in the merger. Based upon Independent's USD 79.57 per share closing price on April 21, 2021, the transaction is valued at approximately USD 1.15bn and the aggregate consideration represents 150% of Meridian's tangible book value.

The merger is expected to close in 4Q21 subject to customary closing conditions, including customary regulatory approvals and approvals of Meridian and Independent shareholders.

East Boston Savings Bank was founded in 1848 and conducts its business from 42 full-service locations, one mobile branch and three loan centers in the greater Boston metropolitan area.

As of March 31, 2021 Meridian had USD 6.5bn in total assets, USD 5.3bn in loans, and USD 5.1bn in deposits.

The boards of directors of each company have unanimously approved the transaction. The transaction is subject to certain conditions, including the receipt of required regulatory approvals, approval by the stockholders of both Meridian and Independent, and other customary conditions.

Meridian's directors and executive officers who currently own, in the aggregate, about 3.5% of Meridian Bancorp, Inc.'s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.

Keefe, Bruyette and Woods, a Stifel company, acted as financial advisor to Independent and Wachtell, Lipton, Rosen and Katz served as legal counsel. Raymond James and Associates, Inc. acted as financial advisor to Meridian and Luse Gorman, PC served as legal counsel.

Independent Bank Corp. (NASDAQ Global Select Market: INDB) is the holding company for Rockland Trust company, a full-service commercial bank headquartered in Massachusetts.

Meridian Bancorp, Inc. (NASDAQ Global Select Market: EBSB) is the holding company for East Boston Savings Bank. East Boston Savings Bank, a Massachusetts-chartered stock savings bank founded in 1848, operates 43 branches in the greater Boston metropolitan area, including 42 full-service locations and one mobile branch.

East Boston Savings Bank offers a range of deposit and loan products to individuals and businesses located in its primary market, which consists of Essex, Middlesex, Norfolk and Suffolk Counties, Massachusetts.
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Date Published: 22/04/2021

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