Independent Bank Corp. & Mayflower Bancorp, Inc. Report Receipt of Regulatory Approvals, Election Deadline, & Anticipated Clo...
06 11월 2013 - 6:22AM
Business Wire
Independent Bank Corp. (NASDAQ: INDB) (“Independent”), parent of
Rockland Trust Company, and Mayflower Bancorp, Inc. (NASDAQ: MFLR)
(“Mayflower”), parent of Mayflower Co-operative Bank d/b/a
Mayflower Bank, jointly reported the following in connection with
the proposed merger of Mayflower with and into Independent (the
“Merger”):
- All regulatory approvals relating to
the Merger have been received and applicable regulatory waiting
periods have expired as of November 4, 2013.
- The deadline for Mayflower
shareholders to elect the form of merger consideration they wish to
receive in connection with the Merger is 5:00 p.m., Eastern Time on
November 8, 2013 (the “Election Deadline”). As previously
announced, Mayflower shareholders can elect, for each share of
Mayflower common stock held, either cash, Independent common stock,
or a combination of cash and Independent common stock. All
elections will be subject to proration to the extent necessary to
ensure that 70% of the outstanding shares of Mayflower are
exchanged for Independent common stock and 30% of the outstanding
shares of Mayflower are exchanged for cash. To make an election,
Mayflower shareholders must deliver to Computershare Trust Company,
N.A., the exchange agent for the Merger, prior to the Election
Deadline, a properly completed election form and related letter of
transmittal, together with their Mayflower stock certificates or
confirmation of book-entry transfer, or a properly completed notice
of guaranteed delivery. Mayflower shareholders should refer to the
election materials and letter of transmittal previously mailed to
them for additional information and detailed instructions regarding
the merger consideration election and letter of transmittal
procedure.
- The Merger is anticipated to close on
or about November 15, 2013.
About Independent Bank Corp.
Independent Bank Corp., which has Rockland Trust Company as its
wholly-owned commercial bank subsidiary, has approximately $5.9
billion in assets. Rockland Trust provides a wide range of
consumer, business, investment, and insurance products and
services. Named a Boston Globe “Best Place to Work” for four
consecutive years and one of America’s “Best Banks” by Forbes for
three consecutive years, Rockland Trust’s network consists of 75
retail branches, 10 commercial lending offices, four investment
management offices, and three residential lending centers
throughout Eastern Massachusetts and Rhode Island. To find out why
Rockland Trust is the bank “Where Each Relationship Matters®”,
visit www.RocklandTrust.com. Member FDIC. Equal Housing Lender.
About Mayflower Bancorp, Inc.
Mayflower Bancorp, Inc. has approximately $244 million in assets
and is the holding company for Mayflower Bank, which was founded in
1889 as a Massachusetts chartered co-operative bank. Mayflower Bank
is a full-service community bank that offers a variety of deposit
products and makes mortgage loans for the construction, purchase,
and refinancing of residential and commercial real estate as well
as other commercial and consumer loans of various types. Mayflower
Bank operates eight full-service offices in the Massachusetts
communities of Bridgewater, Lakeville, Middleboro, Plymouth,
Rochester, Wareham, and West Wareham.
Forward Looking Statements:
Certain statements contained in this filing that are not
statements of historical fact constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 (the “Act”), notwithstanding that such statements are not
specifically identified. In addition, certain statements may be
contained in the respective future filings of Independent and of
Mayflower with the Securities Exchange Commission, in press
releases and in oral and written statements made by or with the
approval of Independent or Mayflower that are not statements of
historical fact and constitute forward-looking statements within
the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (i) statements about the
benefits of the merger, including future financial and operating
results, cost savings, enhanced revenues and accretion to reported
earnings that may be realized from the merger; (ii) statements
of plans, objectives and expectations of management or the Boards
of Directors; (iii) statements of future economic performance;
and (iv) statements of assumptions underlying such statements.
Words such as “believes,” “anticipates,” “expects,” “intends,”
“targeted,” “continue,” “remain,” “will,” “should,” “may” and other
similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements.
Forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. Factors that
could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to:
(i) the risk that the businesses involved in the merger will
not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected;
(ii) expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected
time frame; (iii) revenues following the merger may be lower
than expected; (iv) deposit attrition, operating costs,
customer loss and business disruption following the merger,
including, without limitation, difficulties in maintaining
relationships with employees, may be greater than expected;
(v) the ability to obtain governmental approvals of the merger
on the proposed terms and schedule; (vi) local, regional, national
and international economic conditions and the impact they may have
on the parties to the merger and their customers;
(vii) changes in interest rates, spreads on earning assets and
interest-bearing liabilities, and interest rate sensitivity;
(viii) prepayment speeds, loan originations and credit losses;
(ix) sources of liquidity; (x) shares of common stock
outstanding and common stock price volatility; (xi) fair value
of and number of stock-based compensation awards to be issued in
future periods; (xii) legislation affecting the financial
services industry as a whole, and/or the parties and their
subsidiaries individually or collectively; (xiii) regulatory
supervision and oversight, including required capital levels;
(xiv) increasing price and product/service competition by
competitors, including new entrants; (xv) rapid technological
developments and changes; (xvi) the parties’ ability to
continue to introduce competitive new products and services on a
timely, cost-effective basis; (xvii) the mix of
products/services; (xiii) containing costs and expenses;
(xix) governmental and public policy changes;
(xx) protection and validity of intellectual property rights;
(xxi) reliance on large customers; (xxii) technological,
implementation and cost/financial risks in large, multi-year
contracts; (xxiii) the outcome of pending and future
litigation and governmental proceedings; (xxiv) continued
availability of financing; (xxv) financial resources in the
amounts, at the times and on the terms required to support the
parties’ future businesses; and (xxvi) material differences in
the actual financial results of merger and acquisition activities
compared with expectations, including the full realization of
anticipated cost savings and revenue enhancements. Additional
factors that could cause Independent’s results to differ materially
from those described in the forward-looking statements can be found
in Independent’s and Mayflower’s respective Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters and attributable to the parties or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements referenced above. Forward-looking statements
speak only as of the date on which such statements are made. The
parties undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of
unanticipated events.
Additional Information:
In connection with the Merger, Independent has filed with the
SEC a Registration Statement on Form S-4 that includes a Proxy
Statement of Mayflower and a Prospectus of Independent, as well as
other relevant documents concerning the proposed transaction.
Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the Merger and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. You may obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about Independent and Mayflower at the SEC’s Internet
site (http://www.sec.gov). You may also obtain these documents for
Independent, free of charge, at www.RocklandTrust.com under the tab
“Investor Relations” and then under the heading “SEC Filings.”
Copies of the Proxy Statement/Prospectus and the SEC filings
incorporated by reference in the Proxy Statement/Prospectus can
also be obtained, free of charge, by directing a request to
Investor Relations, Independent Bank Corp., 288 Union Street,
Rockland, Massachusetts 02370, (781) 878-6100.
Independent Bank Corp.Investor Contacts:Chris Oddleifson,
781-982-6660President and Chief Executive OfficerorRobert D.
Cozzone, 781-982-6723Chief Financial OfficerorMayflower Bancorp,
Inc.Investor and Media Contacts:Edward M. Pratt,
508-947-4343President and Chief Executive Officer
Mayflower Bancorp, Inc. (MM) (NASDAQ:MFLR)
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부터 10월(10) 2024 으로 11월(11) 2024
Mayflower Bancorp, Inc. (MM) (NASDAQ:MFLR)
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부터 11월(11) 2023 으로 11월(11) 2024