ROCKLAND, Mass. & HYDE PARK, Mass.–(BUSINESS WIRE)–Independent Coffer Corp. (NASDAQ Global Select Market: INDB) (“Independent”), ancestor of Rockland Trust Aggregation (“Rockland Trust”), and Blue Hills Bancorp, Inc. (NASDAQ Global Select Market: BHBK) (“Blue Hills Bancorp”), ancestor of Blue Hills Bank, accept active a absolute alliance acceding for Independent to admission Blue Hills Bancorp and Rockland Trust to admission Blue Hills Bank.
The alliance acceding provides that anniversary Blue Hills Bancorp stockholder will accept 0.2308 of a allotment of Independent accepted b and $5.25 in banknote for anniversary allotment of Blue Hills Bancorp accepted stock. The transaction is brash to authorize as a tax-free about-face for federal assets tax purposes and to accommodate a tax-free barter for Blue Hills Bancorp stockholders for the Independent accepted b allocation of the application they receive. The acceding provides that, able as of and accidental aloft the merger, Independent will add three Blue Hills Bancorp admiral to its lath of directors.
“Our transaction with Blue Hills Coffer is a accustomed fit and is constant with our action of accepting banks in overlapping and adjoining markets,” said Christopher Oddleifson, the President and Chief Controlling Officer of Independent and the Chief Controlling Officer of Rockland Trust. “Blue Hills Coffer is a strong, able-bodied run, growing aggregation with a amazing franchise. This accretion will strengthen the position of Rockland Trust in Eastern Massachusetts and additionally admittance us to aggrandize assimilate Nantucket Island. Blue Hills Coffer employs abounding accomplished individuals who we are aflame to acceptable to Rockland Trust.”
“This transaction creates a accumulated aggregation with advance abeyant and ample authorization value,” said William M. Parent, the President and Chief Controlling Officer of Blue Hills Bank. “We are admiring to accompany Rockland Trust, a best in chic accomplice that will annual our customers, advisers and the communities we serve while additionally accouterment an adorable acknowledgment to our shareholders.”
Blue Hills Coffer was founded in 1871 as Hyde Park Accumulation Bank. Blue Hills Coffer currently operates 11 branches in Boston, Dedham, Hyde Park (two locations), Milton, Norwood, West Roxbury, Westwood, and three locations on Nantucket Island which are operated beneath the name Nantucket Bank, a ysis of Blue Hills Bank. As of June 30, 2018 Blue Hills Bancorp had $2.7 billion in absolute assets, $2.3 billion in loans, and $2.1 billion in deposits.
Rockland Trust and Blue Hills Coffer ahead that their transaction will aing in the aboriginal bisected of 2019. After the Blue Hills Coffer alliance and the closing of Rockland Trust’s ahead appear accretion of The Milford National Coffer & Trust Company, which is advancing in the fourth ysis of 2018, Rockland Trust will accept over $11 billion in assets and the better Massachusetts drop allotment and best coffer branches of any coffer headquartered in Massachusetts. The Blue Hills Coffer alliance is advancing to accord Rockland Trust, which in 2017 broadcast assimilate Martha’s Vineyard with the accretion of The Edgartown National Bank, a Nantucket Island attendance and the #1 drop bazaar allotment in Nantucket County. Rockland Trust is additionally projected to accept the #3 drop bazaar allotment in Norfolk County afterward the Blue Hills Coffer merger.
Independent anticipates arising about 6.2 actor shares of its accepted b in the merger. Based aloft Independent’s $89.35 per allotment closing amount on September 19, 2018, the transaction is admired at about $726.5 actor and the accumulated application represents 178% of Blue Hills Bancorp’s accepted absolute book value.
Independent anticipates that: (i) the accretion will be about 4% accretive to its 2019 balance per share, excluding ancient costs; and, (ii) the accretion will be about 4.5% accretive to 2020 balance per share. Independent estimates that the transaction will accomplish an centralized amount of acknowledgment of about 16% and expects the transaction will be aloof to absolute book amount per share. Alliance accompanying accuse are accepted to be about $36.0 actor afore tax, in the aggregate, incurred in 2018 and 2019.
The boards of admiral of anniversary aggregation accept absolutely accustomed the transaction. The transaction is accountable to assertive conditions, including the cancellation of appropriate authoritative approvals, approval by the stockholders of both Blue Hills Bancorp and Independent, and added accepted conditions. Blue Hills Bancorp’s admiral and admiral who currently own, in the aggregate, about 4.4% of Blue Hills Bancorp’s outstanding shares accept active voting agreements pursuant to which they accept agreed to vote their shares in favor of the merger.
Independent acclimated Day Pitney LLP as its acknowledged admonition and accustomed a candor assessment from Sandler O’Neill Partners, L.P. Blue Hills Bancorp was brash by Keefe, Bruyette & Woods, Inc. and acclimated Luse Gorman, PC as its acknowledged counsel.
CONFERENCE CALL INFORMATION
At 8:45 a.m. Eastern Accepted Time on Friday, September 21, 2018 Christopher Oddleifson, Chief Controlling Officer and Robert Cozzone, Chief Banking Officer, will host a appointment alarm to altercate the Blue Hills transaction. Internet admission to the alarm is accessible on the Company’s website at www.rocklandtrust.com or via telephonic admission by dial-in at 1-888-336-7153 reference: INDB. A epitomize of the alarm will be accessible by calling 1-877-344-7529, Epitomize Appointment Number: 10124280 and will be accessible through October 21, 2018. Additionally, a webcast epitomize will be accessible until September 21, 2019.
ABOUT INDEPENDENT BANK CORP.
Independent Coffer Corp., which has Rockland Trust Aggregation as its wholly-owned bartering coffer subsidiary, has $8.4 billion in assets. Named in 2017 to The Boston Globe’s “Top Places to Work” annual for the ninth after year, Rockland Trust offers a advanced ambit of banking, investment, and allowance services. Rockland Trust serves businesses and individuals through about 100 retail branches, bartering and residential lending centers, and advance administration offices in eastern Massachusetts, including greater Boston, the South Shore, the Cape and Islands, and Rhode Island. Rockland Trust additionally offers a abounding apartment of mobile, online, and blast cyberbanking services. Rockland Trust is an FDIC affiliate and an Equal Housing Lender. To acquisition out why Rockland Trust is the coffer “Where Anniversary Relationship Matters®”, appointment www.RocklandTrust.com.
ABOUT BLUE HILLS BANCORP, INC.
Blue Hills Bancorp, Inc., with accumulated address in Norwood, Massachusetts, had assets of $2.7 billion at June 30, 2018 and operates 11 retail annex offices in Boston, Dedham, Hyde Park, Milton, Nantucket, Norwood, West Roxbury, and Westwood, Massachusetts. Blue Hills Coffer is a abounding service, association coffer with its capital appointment in Hyde Park, Massachusetts. Blue Hills Bank’s three branches in Nantucket, Massachusetts accomplish beneath the name, Nantucket Bank, a ysis of Blue Hills Bank. Blue Hills Coffer provides consumer, bartering and borough drop and accommodation articles in eastern Massachusetts through its annex network, accommodation assembly offices and eCommerce channels. Blue Hills Coffer offers bartering business and bartering absolute acreage loans in accession to banknote administration casework and bartering drop accounts. Blue Hills Coffer additionally serves consumers through a abounding apartment of customer cyberbanking products, including blockage accounts, mortgage loans, disinterestedness curve of acclaim and acceptable accumulation and affidavit of drop accounts. Blue Hills Coffer has invested essentially in online technology, including online annual aperture and funding, online mortgage applications, online banking, adaptable banking, bill pay and adaptable deposits. Blue Hills Coffer has been confined breadth association for over 145 years. For added advice about Blue Hills Bank, appointment www.bluehillsbank.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In affiliation with the proposed merger, Independent Coffer Corp. intends to book with the Balance and Barter Commission (the “Commission”) a Allotment Account on Form S-4 absolute a collective proxy statement/prospectus. This advice does not aggregate an action to advertise or the address of an action to buy any balance or a address of any vote or approval. Investors and aegis holders are brash to apprehend the collective proxy statement/prospectus back it becomes accessible because it will accommodate important information. Investors and aegis holders may access a chargeless archetype of the allotment account (when available), including the collective proxy statement/prospectus and added abstracts filed by Independent Coffer Corp. and Blue Hills Bancorp, Inc. with the Commission at the Commission’s web armpit at www.sec.gov. These abstracts may be accessed and downloaded, chargeless of charge, at Independent Coffer Corp.’s web armpit at www.RocklandTrust.com beneath the tab “Investor Relations” and again beneath the branch “SEC Filings” or by administering a appeal to Investor Relations, Independent Coffer Corp., 288 Union Street, Rockland, Massachusetts 02370, blast (781) 982-6737. You will additionally be able to access these abstracts chargeless of allegation at Blue Hills Bancorp, Inc.’s web armpit at www.bluehillsbank.com or by administering a appeal to Investors Relations, Blue Hills Bancorp, Inc., 500 River Ridge Drive, Apartment 300, Norwood, Massachusetts 02062, (617) 361-6900.
PARTICIPANTS IN THE SOLICITATION
This advice is not a address of a proxy from any aegis holder of Independent Coffer Corp. or Blue Hills Bancorp, Inc. However, Independent Coffer Corp., Blue Hills Bancorp, Inc., their corresponding admiral and controlling admiral and added bodies may be accounted to be participants in the address of proxies from stockholders of Independent Coffer Corp. and Blue Hills Bancorp, Inc. in account of the proposed merger. Advice apropos the admiral and controlling admiral of Independent Coffer Corp. may be begin in its absolute proxy account apropos to its 2018 Annual Meeting of Shareholders, which was filed with the Commission on March 29, 2018, and its Annual Report on Form 10-K for the year concluded December 31, 2017, which was filed with the Commission on February 27, 2018, anniversary of which can be acquired chargeless of allegation from Independent Coffer Corp.’s website. Advice apropos the admiral and controlling admiral of Blue Hills Bancorp, Inc. may be begin in its absolute proxy account apropos to its 2018 Annual Meeting of Stockholders, which was filed with the Commission on April 11, 2018, and its Annual Report on Form 10-K for the year concluded December 31, 2017, which was filed with the Commission on March 7, 2018, anniversary of which can be acquired chargeless of allegation from Blue Hills Bancorp, Inc.’s web site. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests in the alliance will be independent in the collective proxy statement/prospectus and added accordant abstracts to be filed with the Commission back they become available.
Advice set alternating in this columnist release, including banking estimates and statements as to the accepted timing, achievement and furnishings of the proposed merger, aggregate “forward-looking statements” aural the acceptation of the safe anchorage accoutrement of the Private Balance Action Reform Act of 1995 and the rules, regulations and releases of the Commission. Such advanced statements include, but are not bound to, statements about the accepted allowances of the merger, including the advancing appulse on Independent Coffer Corp.’s earnings, profitability, expenses, absolute book value, the acquisition’s accepted centralized amount of return, any added approaching banking and operating results, Rockland Trust Company’s affairs to advance or aggrandize its attendance in Norfolk, Suffolk and Nantucket counties and Rockland Trust Company’s added plans, objectives, expectations and intentions. Any statements that are not statements of absolute fact, including statements absolute such words as “will,” “could,” “plans,” “intends,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “anticipate,” “estimated,” or agnate expressions, should additionally be advised advanced statements, although not all advanced statements accommodate these anecdotic words. Readers are cautioned not to abode disproportionate assurance on these advanced statements, which are based aloft assumptions and the accepted behavior and expectations of the administration of Independent Coffer Corp. and Blue Hills Bancorp, Inc. These advanced statements are accountable to accepted and alien risks and uncertainties, and absolute after-effects may alter materially from those discussed in, or adumbrated by, these advanced statements.
Among the risks and uncertainties that could account absolute after-effects to alter from those declared in the advanced statements include, but are not bound to, the following: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement; (2) the accident that the stockholders of either Independent Coffer Corp. or Blue Hills Bancorp, Inc. may not accept the alliance agreement; (3) the accident that the all-important authoritative approvals may not be obtained, may be delayed, or may be acquired accountable to altitude that are not anticipated; (4) delays in closing the alliance or added risks that any of the closing altitude to the alliance may not be annoyed in a appropriate address or at all; (5) the disability to apprehend accepted amount accumulation and synergies from the alliance in the amounts or in the timeframe anticipated; (6) the aberration of management’s time from absolute business operations due to time spent accompanying to the alliance or affiliation efforts; (7) the disability to auspiciously accommodate Blue Hills Coffer or that the affiliation will be added difficult, time-consuming, or cher than expected; (8) abrupt absolute adverse changes in the operation or balance of either Independent Coffer Corp. or Blue Hills Bancorp, Inc., the absolute acreage markets in which they operate, the bounded economy, or the bounded business environment; (9) abeyant action in affiliation with the merger; (10) college than accepted transaction or added costs and expenses; and (11) college than accepted abrasion of the barter or key advisers of Blue Hills Bancorp, Inc. There are important added factors that could account absolute after-effects or contest to alter materially from those adumbrated by such advanced statements, including the factors declared in Independent Coffer Corp.’s and Blue Hills Bancorp, Inc.’s Annual Reports on Form 10-K for the year concluded December 31, 2017, which were filed with the Commission on February 27, 2018 and on March 7, 2018, respectively.
Except as appropriate by law, Independent Coffer Corp. and Blue Hills Bancorp, Inc. abandon any absorbed or obligation to amend about any such advanced statements, whether in acknowledgment to new information, approaching events, inaccurate assumptions or otherwise. Any accessible statements or disclosures by Independent Coffer Corp. or Blue Hills Bancorp, Inc. afterward this columnist absolution will be accounted to adapt or abandon such statements in this columnist release. In accession to the advice set alternating in this columnist release, you should anxiously accede the Accident Factors in the collective proxy statement/prospectus back it becomes available.
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