By Susan A. Baird
PBN Web Editor
SOMERSET and ROCKLAND, Mass. – Shareholders in Slade’s Ferry Bancorp (Nasdaq: SFBC), the parent of Slades Bank, yesterday approved the bank’s Agreement and Plan of Merger with Rockland Trust Co. parent Independent Bank Corp. (Nasdaq: INDB).
The agreement was approved by 98.5 percent of Slade’s Ferry common stock voted at the special shareholders’ meeting, and 74.1 percent of all outstanding shares, the companies said in a joint statement last night.
Under the deal – announced on Oct. 11 and already approved by the boards of directors of both companies – Independent Bank will acquire Slade’s Ferry for about $105 million in cash and shares, and their two banks will merge into a single entity known as Rockland Trust Co.
The transaction is expected to close on or about March 1, subject to regulatory approval and other customary conditions, the companies said.
Slade’s Ferry stockholders may elect to receive cash, shares of Independent Bank common stock, or a combination of the two, in exchange for their shares in the Somerset-based bank. But they may not receive exactly the combination they desire, because all elections are subject to prorating to ensure that 25 percent of all shares will be exchanged for cash and 75 percent will be exchanged for shares of Independent common stock, Independent Bank said.
Those who wish to declare a preference have until 5 p.m. on Friday, Feb. 22, to deliver their properly completed Election Forms and Letters of Transmittal – along with their stock certificates or properly completed notices of guaranteed delivery – to the exchange agent, Computershare Investor Services, at the specified address. Those forms and other information will be mailed to shareholders next week, the two companies said. Additional copies may be obtained by calling MacKenzie Partners Inc. – the information agent for the transaction – at 1-800-322-2885.
The acquisition will give Rockland Trust a presence in the Fall River-New Bedford area, and better position the bank to expand into the Ocean State – a process the parent company already has begun, with its November acquisition of assets of the Lincoln-based O’Connell Investment Services Inc. (READ MORE.)
Some layoffs are expected, mostly in such back-office areas as finance, accounting and loan processing, Independent Bank President and CEO Christopher Oddleifson and Slade’s Ferry CEO Mary Lynn Lenz told Providence Business News in October. (READ MORE.)
But displaced Slade’s Ferry workers will receive preference when openings arise at Rockland Trust, Oddleifson said. And as Rockland Trust continues to grow, those openings may not be long in coming.
“We’re interested in expanding in a number of directions, and Rhode Island is one of them,” Oddleifson told PBN.
In a separate after-market report last night, Independence Bank said that, despite “robust” loan growth in the fourth quarter, its full-year profit shrank 13.6 percent in 2007. (READ MORE.)
Slade’s Ferry Bancorp (Nasdaq: SFBC) is the parent of Slades Bank, a $609 million community bank serving southeastern Massachusetts via nine retail branches in seven communities. To learn more, visit www.sladesbank.com.
Independent Bank Corp. (Nasdaq: INDB) is the parent of Rockland Trust Co., a $2.7 billion community bank with more than 50 retail banking branches, nine commercial lending centers and five mortgage origination offices in southeastern Massachusetts and Cape Cod, plus four investment management offices in Massachusetts and Rhode Island. Additional information is available at www.RocklandTrust.com.
