By Susan A. Baird
PBN Web Editor
SOMERSET and ROCKLAND, Mass. – The acquisition of Slades Ferry Bank parent Slade’s Ferry Bancorp (Nasdaq: SFBC) by Rockland Trust Co. parent Independent Bank Corp. (Nasdaq: INDB) will become final tonight, just after midnight, the companies said in a 5 p.m. announcement.
Upon the deal’s completion, Carl Ribeiro – now a director of Somerset-based Slade’s Ferry – will become a Class II director of Independent Bank Corp., the companies said. His term will expire at the Annual Shareholder Meeting in 2010. Ribeiro will also become a director of Rockland Trust.
The merger of the two banking subsidiaries, Slades Bank and Rockland Trust, is also slated to take effect at 12:01 a.m., the companies said.
“We are absolutely delighted to welcome Slades Bank customers and employees to Rockland Trust,” Christopher Oddleifson, the president and CEO of Independent Bank Corp., said in an after-hours statement tonight. “The Slades Bank team has built a tremendous franchise, and this acquisition will enable Rockland Trust to accelerate our expansion in Fall River, New Bedford and surrounding areas.”
One area targeted for expansion, company officials previously have said, is northern Rhode Island, where Independent completed its acquisition of O’Connell Investment Services this fall. (READ MORE)
The $105 million cash and shares deal – intended to qualify as a tax-free reorganization – was announced Oct. 11 by Mary Lynn D. Lenz, president and CEO of Slade’s Ferry, and Oddleifson, her counterpart at Independent Bank Corp. (READ MORE) By then, the boards of directors of each company had already given their approval.
Slade’s Ferry shareholders followed suit at a special meeting on Jan. 17, giving the transaction their overwhelming approval. Of the common stock voted at the meeting, about 98.5 percent of shares were in favor, the bank said. (READ MORE)
The banks’ agreement calls for 75 percent of the outstanding shares of the Slades Bank parent to be converted to Independent Bank Corp. shares, at the rate of 0.818 INDB shares for each Slade’s Ferry share, and the other 25 percent of outstanding Slade’s common stock to be converted to cash, at the rate of $25.50 per share.
Slade’s Ferry shareholders were allowed to specify whether they wished to receive cash, shares or a combination. But the cash option was “oversubscribed, and therefore subject to the pro-ration calculations specified in the merger agreement,” the companies said tonight.
Those shareholders who asked to be paid entirely in cash, therefore, will receive cash for 53.6745 percent of their Slade’s Ferry shares and receive INDB shares for the other 46.3255 percent, at the ratios specified. Those who requested stock or did not specify a preference will receive INDB shares, at the specified ratio. Cash will be issued in lieu of fractional shares, Independent Bank Corp. said.
Slades Bank’s nine retail branches – in Assonet, Fairhaven, Fall River, New Bedford, Seekonk, Somerset and Swansea – will reopen this Monday, March 3, as branches of Rockland Trust. They will join Independent’s existing family of 63 retail branches, nine commercial lending centers and five mortgage centers, spread across southeastern Massachusetts and Cape Cod; plus four investment management offices, three in southeastern Massachusetts and one in Rhode Island.
Somerset-based Slades Bank, a subsidiary of Slade’s Ferry Bancorp. (Nasdaq: SFBC), is a community bank serving southeastern Massachusetts via nine retail branches in seven communities. Additional information can be found at www.sladesbank.com.
Rockland Trust Co., a subsidiary of Independent Bank Corp. (Nasdaq: INDB), is a full-service community bank with about $3.4 billion in assets that serves southeastern Massachusetts and Cape Cod. Additional information is available at www.RocklandTrust.com.
The joint news release announcing the signing today of the companies’ definitive merger agreement is available at www.snl.com. An October interview with the banks’ CEOs can be viewed by PBN subscribers who click here.
