Eastern Bankshares, Inc. (NasdaqGS:EBC) (?Eastern?) entered into a definitive agreement?to acquire Century Bancorp, Inc. (NasdaqGS:CNBK.A) (?Century?) from Sloane Family Enterprises, LP and others for approximately $640 million on April 7, 2021. As per the terms, Century shareholders will receive?$115.28?in cash for each share of Century?s common stock. Eastern will fund the purchase price with cash on hand from its balance sheet. Upon closing, Eastern intends to merge Century into Eastern with Eastern continuing as the surviving entity and concurrently merge Century Bank and Trust Company, subsidiary of Century, into Eastern Bank, subsidiary of Eastern and convert Century customers to the Eastern platform with Century Bank branches assuming the Eastern Bank name. In case of termination, Century has agreed to pay Eastern a termination fee of $25.67 million.
The transaction is subject to certain conditions, including the receipt of required regulatory approvals, Century shareholder approval, and other standard conditions. Century?s directors and executive officers and certain of their affiliates have agreed to vote in favor of the merger. The transaction has been unanimously approved by both Boards of Directors. The approval of Eastern?s shareholders is not required. Simultaneously with the execution of the merger agreement, Sloane Family, Century?s directors and executive officers and certain of their affiliates have entered into voting agreements with Eastern to vote in favor of the merger agreement at special meeting of Century?s shareholders to be held for such purpose. Century Bancorp shareholders approved the Agreement and Plan of Merger at the Special Meeting of the Shareholders held on July 7, 2021. As of September 27, 2021, Eastern Bankshares has received the necessary regulatory approvals from the Commonwealth of Massachusetts Division of Banks, the Federal Deposit Insurance Corporation, and the Board of Governors of the Federal Reserve System. The acquisition is expected to close in the fourth quarter of 2021. As of July 30, 2021, the transaction is expected to close in mid November 2021. As of September 27, 2021, the transaction is expected to close mid-fourth quarter of 2021. Eastern expects the transaction to be approximately 55% accretive to earnings on a fully synergized basis and to have an IRR of approximately 17%. J.P. Morgan Securities LLC served as financial advisor and provided fairness opinion as well and Michael K. Krebs of Nutter McClennen & Fish LLP provided legal counsel to Eastern. Piper Sandler & Co. served as financial advisor and Samantha M. Kirby, William E. Stern, Blake Liggio, Sarah Bock, Robert M. Hale, Andrew C. Sucoff, Robert Kester and Matthew Dyckman of Goodwin Procter LLP acted as legal advisors to Century. Lee Meyerson?and?Sebastian Tiller of Simpson Thacher acted as legal advisor for JPMorgan. Innisfree M&A Inc. acted as information agent to Century and will receive a fee of $20,000 for its services. Piper Sandler & Co. will receive a fee of $6.4 million for its services and will receive a fee of $150,000 for rendering its opinion. Simpson Thacher & Bartlett LLP acted as legal advisor to Eastern Bankshares, Inc.
Eastern Bankshares, Inc. (NasdaqGS:EBC) completed the acquisition of Century Bancorp, Inc. (NasdaqGS:CNBK.A) from Sloane Family Enterprises, LP and others on November 12, 2021. On completion of the transaction, Century Bank merged into Eastern Bank, which has locations serving communities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island.