Independent-Central sale to close Nov. 9

Posted 10/30/12

ROCKLAND, Mass. – Independent Bank Corp., the parent company of Rockland Trust, has received all the regulatory approvals relating to its purchase of Central Bancorp Inc. of Somerville, Mass. Central Bancorp is the parent of parent of Central Bank. The announcement was made last Tuesday, Oct. 23.

In May, Independent Bank Corp. announced the signing of a definitive deal merging the two banks. Now, according to Independent, the merger is expected to close on, or near Nov. 9, 2012.

According to the bank, the required regulatory waiting period expired Oct. 19, 2012. The deadline for Central shareholders to elect the form of merger they wish to receive is 5 p.m., Eastern Time on Nov. 1, 2012. Central shareholders can elect, for each share of Central common stock held, either cash, common stock, or a combination thereof.

All elections will be subject to proration to the extent necessary to ensure that 60 percent of the outstanding shares of Central are exchanged for Independent common stock and 40 percent of the outstanding shares of Central are exchanged for cash.

The final exchange ratio to be used in determining the number of shares of Independent common stock that will be issued to Central shareholders is 1.0533 shares of Independent common stock.

Rockland Trust Co. President and CEO Christopher Oddleifson, has told PBN he expects Rockland’s size to double over the next five to seven years to approach $10 billion in assets, including an increase in its loan portfolio in the Ocean State. The bank currently has $5.1 billion in assets.

“There are bank regulations that kick in when you hit $10 billion, making it tough to go from $9.5 billion to $10.5 billion. Our vision is to increase the size of the bank to just under $10 billion,” he said.

To help that strategy along, on Aug. 21, Independent Bank Corp. filed a shelf registration with the Securities and Exchange Commission asking to sell up to $125 million in common and preferred stock, depositary shares, warrants and other securities and contracts. The filing means the bank has two years to sell the shares. The proceeds, the bank explained, would be for general corporate purposes – cash in hand, so to speak.

The bank agreed to buy Central Bancorp for $54.8 million in cash and stock. Central Bank operates nine full-service offices and had $522.9 million in assets at the end of March. In 2009, Rockland Trust bought Benjamin Franklin Bank for about $125 million, adding 11 branches and expanding west of Boston.

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