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BANKING

Rockland Trust acquires Central Bank

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ROCKLAND, Mass. – The Rockland Trust Company has acquired Central Bank, the parent companies of both financial institutions announced late Monday.

Independent Bank Corp, the parent of company of Rockland Trust, and Central Bancorp Inc., parent of Central Bank, jointly announced the April 30, 2012 signing of a definitive agreement under which Independent Bank Corp. will acquire Central Bancorp, Inc. and Rockland Trust Company will acquire Central Bank.

The transaction has been approved by the boards of directors of each company and is subject to certain conditions, including the receipt of required regulatory approvals and approval by Central Bancorp Inc. shareholders.

Both parties anticipate that the closing of the transaction in the fourth quarter of 2012.

Under the terms of the agreement, 60 percent of outstanding Central Bancorp Inc. shares – the parent company of Central Bank – will be exchanged for shares of Independent Bank Corp at an exchange ratio subject to limited adjustment.

The remaining 40 percent of outstanding shares will be purchased for $32.00 per share in cash.

Central Bank operates nine full-service offices in the Massachusetts communities of Somerville, Arlington, Burlington, Chestnut Hill, Malden, Medford, Melrose, and two branches in Woburn.

Based on Independent Bank Corp.'s $28.67 per share closing price on April 27, 2012, the transaction is valued at approximately $54.8 million.

The agreement provides that, effective as of and contingent upon the merger, Independent Bank Corp and Rockland Trust Company will add John J. Morrissey to their board of directors.

“This acquisition will significantly increase Rockland Trust's presence in the communities of Middlesex County,” said Christopher Oddleifson, president and CEO of Rockland Trust.

“This transaction is consistent with our strategy to expand into contiguous, attractive markets where we can capitalize on Rockland's successful business model and brand identity,” Oddleifson added. “We expect the transaction to be immediately accretive and bring solid returns to our shareholders. We are extremely pleased to welcome Central Bank customers and employees to Rockland Trust.”

Baking, Rhode Island, Massachusetts, Rockland, Rockland Trust, Rockland Trust Company, Central Bank, Independent Bank Corp., Central Bancorp Inc.

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