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 subject to certain conditions including, the approval of the Eastern share issuance by Eastern?s shareholders and adoption and approval by Cambridge?s shareholders of the Merger Agreement; the receipt of all regulatory approvals, waivers, and consents 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 and the expiration of all statutory waiting periods required to complete the merger; the effectiveness of the registration statement with respect to the Eastern common stock to be issued in the merger; the listing of the shares of Eastern common stock issuable pursuant to the merger on NASDAQ; the receipt by the party of a legal opinion from its counsel with respect to certain U.S. federal income tax consequences of the merger; the asset disposition of the sale of Eastern Bank?s insurance operations under the asset disposition agreement shall have occurred; Cambridge shall have received an opinion from a tax counsel that the merger will be treated for federal income tax purposes as a ?reorganization? within the meaning of Section 368(a) of the Code. The merger is expected to be completed during the first quarter of 2024. The transaction has been unanimously approved by boards of directors of Eastern Bankshares and Cambridge. The Eastern Bankshares and Cambridge board of directors unanimously recommend that the respective shareholders vote for the proposal. A special meeting of the shareholders of Cambridge will be held on February 28, 2024, at 10:00 a.m., Eastern Time. On February 28, 2024, Eastern Bankshares, Inc. held a special meeting of shareholders to consider proposals related to the Company's prospective acquisition of and merger with Cambridge Bancorp. At the Special Meeting, the Company's majority shareholders approved the transaction. On February 28, 2024, Cambridge Bancorp held a special meeting of shareholders to consider proposals related to the Company's prospective acquisition of and merger with Eastern Bankshares. At the Special Meeting, the Company's majority shareholders approved the transaction. As of January 25, 2024, the merger is expected to close early in the second quarter of 2024.

Benjamin Saunders and Nicolas Gomez Castro of BofA Securities, Inc. served as financial advisor and fairness opinion provider to Cambridge Board. Richard Schaberg, Les Reese and Meg McIntyre of Hogan Lovells US LLP provided legal counsel to Cambridge. J.P. Morgan Securities LLC served as financial advisor and fairness provider to Eastern Board. Michael K. Krebs of Nutter McClennen & Fish LLP provided legal counsel to Eastern. Continental Stock Transfer & Trust Company acted as transfer agent and registrar for Eastern common stock. Representatives of BofA Securities and representatives of Hogan Lovells also provided due diligence services. Sebastian Tiller of Simpson Thacher & Bartlett LLP represented P. Morgan Securities LLC as financial advisor to Eastern Bankshares, Inc. Alliance Advisors, LLC acted as proxy solicitor to Cambridge for a fee of $15,000 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Innisfree M&A Incorporated acted as proxy solicitor to Eastern Bankshares for a fee of approximately $30,000. For services rendered by J.P. Morgan in connection with the mergers (including the delivery of its opinion), Eastern has agreed to pay J.P. Morgan a fee of $6.0 million, $3.0 million of which became payable upon the delivery of J.P. Morgan?s opinion and the remainder of which will become payable only upon consummation of the merger. Cambridge has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee, which is currently estimated, based on the information available as of the date of announcement of the merger, to be approximately $5.7 million, a portion of which was payable upon delivery of its opinion and a significant portion of which is contingent upon consummation of the merger.