Independent Bank Corp. (NasdaqGS:INDB) signed a definitive merger agreement to acquire Meridian Bancorp, Inc. (NasdaqGS:EBSB) for $1.2 billion on April 22, 2021. As a result of the transaction, East Boston Savings Bank, a subsidiary of Meridian Bancorp, Inc. will merge with Rockland Trust, a subsidiary of Independent Bank Corp. Independent Bank Corp. will issue 0.275 shares for every share of Meridian Bancorp, Inc. representing a consideration of $21.88 per Meridian Bancorp share. Independent Bank Corp. will issue approximately 14.3 million shares as consideration. After the transaction, the shareholders of Independent Bank Corp. will own 70% stake and shareholders of Meridian Bancorp, Inc. will own 30% stake in the combined entity. The name of the combined bank will be Rockland Trust. As a result of the transaction, some branches of Meridian Bancorp, Inc. are expected to close. The merger agreement provides a termination fee of $44.145 million will be payable by either Independent or Meridian, as applicable, in connection with the termination of the Merger Agreement under certain circumstances. Meridian's directors and executive officers who currently own, in the aggregate, about 3.5% of Meridian Bancorp, Inc.'s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger. After the transaction, Board and management of Independent Bank Corp. will remain the same and key members of East Boston Savings Bank will be retained.

The merger is subject to customary closing conditions including the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks, the Massachusetts Housing Partnership Fund and the Depositors Insurance Fund, without the imposition of a burdensome condition, approvals of Meridian and Independent shareholders, authorization for listing on the Nasdaq Stock Market of the shares of Independent Bank Corp's common stock to be issued in the merger, subject to official notice of issuance and the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission. The Board of Directors of Independent Bank Corp. and Meridian Bancorp, Inc. unanimously approved the transaction. As announced on August 5, 2021, the transaction is approved by shareholders of Independent Bank and Meridian Bancorp. As of November 5, 2021, all regulatory approvals relating to the transaction have now been received. The transaction is expected to close in the fourth quarter of 2021. As of November 5, 2021, the transaction is expected to be completed on November 12, 2021. Independent anticipates that the transaction will be approximately 7.9% immediately accretive to tangible book value per share and approximately 23% accretive to its 2022 earnings per share.

Keefe, Bruyette & Woods acted as financial advisor and provided fairness opinion to Independent Bank Corp. and Edward D. Herlihy and Brandon C. Price of Wachtell, Lipton, Rosen & Katz acted as the legal advisor to Independent Bank Corp. Raymond James & Associates, Inc. acted as financial advisor and provided fairness opinion to Meridian and Lawrence M.F. Spaccasi, Ned A. Quint, Kent M. Krudys and Max Seltzer of Luse Gorman, PC acted as the legal advisors to Meridian Bancorp, Inc. EQ Proxy Services served as proxy solicitor to Meridian Bancorp. Meridian will pay EQ Proxy Services $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Georgeson LLC will assist Independent in soliciting proxies for the Independent special meeting. Independent will pay approximately $10,000 for these services. The transfer agent and registrar for Independent common stock is Computershare Limited. Pursuant to the KBW engagement agreement, Independent has agreed to pay KBW a total cash fee of $4,750,000, $750,000 of which became payable to KBW with the rendering of KBW's opinion and the balance of which is contingent upon the consummation of the transaction. Independent also has agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement.

Independent Bank Corp. (NasdaqGS:INDB) completed the acquisition of Meridian Bancorp, Inc. (NasdaqGS:EBSB) on November 12, 2021. The conversion of East Boston Savings Bank customer accounts to Rockland Trust's systems will occur during this coming weekend and be completed prior to branches opening for business on November 15, 2021. Rockland Trust customers will not be impacted by the conversion.