お知らせ • Apr 25
Eastern Bankshares, Inc. (NasdaqGS:EBC) entered into an agreement and plan of merger to acquire HarborOne Bancorp, Inc. (NasdaqGS:HONE) for approximately $510 million.
Eastern Bankshares, Inc. (NasdaqGS:EBC) entered into an agreement and plan of merger to acquire HarborOne Bancorp, Inc. (NasdaqGS:HONE) for approximately $510 million on April 24, 2025. Prior to the effective time of the Merger (the “Effective Time”), shareholders of HarborOne will elect to receive for each share of HarborOne common stock (“HarborOne Common Stock”) either (i) 0.765 shares of Company common stock (“Company Common Stock”) (the “Stock Consideration” or the “Exchange Ratio”) or (ii) $12.00 in cash (the “Cash Consideration”). Subject to proration, HarborOne shareholders will have the right to elect the Stock Consideration or Cash Consideration so long as the total number of shares of HarborOne Common Stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of HarborOne Common Stock outstanding immediately prior to the Effective Time. When taken together, the Stock Consideration and the Cash Consideration are sometimes referred to in this Form 8-K as the “Merger Consideration.” The proration terms in the Merger Agreement provide that if HarborOne shareholders, taken together, elect to exchange for the Stock Consideration more than 85% of the total number of shares of HarborOne Common Stock outstanding immediately prior to the Effective Time, then the number of shares of HarborOne Common Stock exchanged for Stock Consideration will be reduced, generally pro rata, to 85% of the total number of shares of HarborOne Common Stock outstanding immediately prior to the Effective Time. Conversely, if HarborOne shareholders, taken together, elect to exchange for Stock Consideration less than 75% of the total number of shares of HarborOne Common Stock outstanding immediately prior to the effective time, then the number of shares of HarborOne Common Stock exchanged for Stock Consideration will be increased, generally pro rata, to 75% of the total number of shares of HarborOne Common Stock outstanding immediately prior to the effective time. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Eastern will acquire HarborOne and HarborOne Bank through the merger of HarborOne with and into the Company, with the Company as the surviving entity (the “Merger”). The merger Aagreement further provides that following the Merger, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving entity (the “Bank Merger” and, together with the Merger, the “Merger Transaction”). The merger agreement further provides that a termination fee of $18,900,000 will be payable by HarborOne in connection with the termination of the merger agreement under certain circumstances.
In connection with the closing, Joseph Casey and one other director from HarborOne are expected to be elected to Eastern’s Board of Directors.
The completion of the Merger is subject to various closing conditions, including, (i) adoption and approval by HarborOne’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 Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks and the Massachusetts Housing Partnership Fund, 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 the Company in connection with the transactions contemplated by the Merger Agreement, and (iv) 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 Transactions 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 will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The merger agreement was unanimously approved by the Boards of Directors of each of the Company and HarborOne. All HarborOne directors and executive officers have agreed to vote in favor of the merger. Subject to the fulfillment or, if permissible, waiver of the closing conditions under the Merger, certain of which are described below, the Company anticipates that the Merger will close during the fourth quarter of 2025, although the Company has the right under the Merger Agreement to defer the closing until February 20, 2026 if the closing conditions are satisfied after October 31, 2025 but before February 20, 2026. The transaction is financially compelling with 16% earnings accretion and a tangible book value earnback of 2.8 years.
J.P. Morgan Securities LLC served as financial advisor and Michael K. Krebs of Nutter McClennen & Fish LLP provided legal counsel to Eastern. Raymond James & Associates, Inc. served as financial advisor and fairness opinion and Samantha Kirby of Goodwin Procter LLP provided legal counsel to HarborOne.