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| INDB > SEC Filings for INDB > Form 8-K on 22-Oct-2012 | All Recent SEC Filings |
22-Oct-2012
Other Events, Financial Statements and Exhibits
As previously disclosed, on April 30, 2012 Independent Bank Corp. (the "Company"), the parent of Rockland Trust Company ("Rockland Trust"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Central Bancorp, Inc. ("Central") pursuant to which the Company will acquire Central (the "Merger") and Rockland Trust will acquire Central Co-operative Bank, the wholly-owned bank subsidiary of Central.
On October 22, 2012, the Company and Central issued a joint news release reporting the following in connection with the Merger:
• All regulatory approvals relating to the Merger have been received and applicable regulatory waiting periods have expired as of October 19, 2012.
• The deadline for Central 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 1, 2012.
• The final exchange ratio to be used in determining the number of shares of the Company's common stock that will be issued to Central shareholders receiving stock consideration in the Merger has been determined in accordance with the Merger Agreement to be 1.0533 shares of the Company's common stock in exchange for each share of Central common stock.
• The Merger is anticipated to close on or about November 9, 2012.
A copy of the news release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
The transaction remains subject to the satisfaction of customary closing conditions.
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
future filings of the Company with the Securities Exchange Commission (the
"SEC"), in press releases and in oral and written statements made by or with the
approval of the Company 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 acquisition of Central by the Company (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 the Company's results to differ materially from those described in the forward-looking statements can be found in the Company's 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, the Company has filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of Central and a Prospectus of the Company, 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 the Company and Central, at the SEC's Internet site (http://www.sec.gov). You may also obtain these documents from the Company, 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) 982-6858.
99.1 Joint News Release of Independent Bank Corp. and Central Bancorp, Inc. dated October 22, 2012.
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