お知らせ • Sep 21
Eastern Bankshares, Inc. (NasdaqGS:EBC) entered into a definitive merger agreement to acquire Cambridge Bancorp (NasdaqCM:CATC) from shareholders for approximately $530 million.
Eastern Bankshares, Inc. (NasdaqGS:EBC) entered into a definitive merger agreement to acquire Cambridge Bancorp (NasdaqCM:CATC) from shareholders for approximately $530 million on September 19, 2023. Under the terms of the merger agreement, each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock. Eastern anticipates issuing approximately 39.4 million shares of its common stock in the merger. Based upon Eastern's $13.41 per share closing price on September 18, 2023, the transaction is valued at approximately $528 million and the aggregate consideration represents 114% of Cambridge's tangible book value* and a 24% premium to Cambridge's thirty-day volume weighted average price. Upon closing, Denis Sheahan, Chairman, President and Chief Executive Officer of Cambridge, will become the Chief Executive Officer of Eastern and will join Eastern's Board of Directors. Eastern's President Quincy Miller will be promoted to Vice Chair, President, and Chief Operating Officer. Both Sheahan and Miller will report directly to Bob Rivers, who will serve as Executive Chair and Chair of the Board of Directors. In addition to Sheahan, three Cambridge directors are expected to be elected to Eastern's Board of Directors in connection with the closing. The Merger Agreement provides certain termination rights for both Eastern and Cambridge. The Merger Agreement further provides that a termination fee of $21.0 million will be payable by either Cambridge or Eastern, as applicable, in connection with the termination of the Merger Agreement under certain circumstances.
The merger is expected to be completed during the first quarter of 2024, subject to certain conditions, (i) approval of the Eastern share issuance by Eastern’s shareholders and adoption and approval by Cambridge’s shareholders of the Merger Agreement, (ii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Massachusetts Commissioner of Banks, the New Hampshire Banking Department, the Massachusetts Housing Partnership Fund and, if applicable, the Federal Deposit Insurance Corporation, in each case without the imposition of a “burdensome condition” as defined in the Merger Agreement, (iii) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) by Eastern in connection with the transactions contemplated by the Merger Agreement, (iv) the completion of the sale of Eastern Bank’s insurance operations, and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger Transaction or making them illegal. Each party’s obligation to complete the Merger is also subject to additional customary conditions, including (a) the accuracy of the representations and warranties of the other party, subject to certain exceptions, (b) the performance in all material respects by each party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger and the Holdco Merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction has been unanimously approved by both boards of directors.
BofA Securities, Inc. served as financial advisor and fairness opinion provider and Hogan Lovells US LLP provided legal counsel to Cambridge. J.P. Morgan Securities LLC served as financial advisor and Nutter McClennen & Fish LLP provided legal counsel to Eastern.