Enterprise Bancorp, Inc. Announces Merger Agreement with Independent Bank Corp.

Enterprise Bancorp, Inc. (NASDAQ: EBTC) recently disclosed in a Form 8-K filing with the Securities and Exchange Commission that it has entered into a definitive Merger Agreement with Independent Bank Corp. The agreement entails Enterprise merging with Independent, whereas Enterprise Bank, a subsidiary of Enterprise Bancorp, will merge with Rockland Trust, a subsidiary of Independent.

Under the terms outlined in the Merger Agreement, each share of Enterprise common stock, except for specific shares held by Independent or Enterprise, will be exchanged for 0.60 shares of Independent common stock and $2.00 in cash. Moreover, each Enterprise Common Stock shareholder is entitled to receive cash in place of fractional shares of Independent Common Stock, collectively referred to as the “Merger Consideration.”

The transaction aims to qualify as a tax-free reorganization for federal income tax purposes, offering Enterprise shareholders a tax-free exchange for Independent Common Stock. Additionally, all outstanding Enterprise Options will vest at the Effective Time and be canceled, with the holders receiving cash as per the terms of the Merger Agreement.

Furthermore, unvested Enterprise Restricted Stock Awards will fully vest at the Effective Time and be treated as outstanding shares of Enterprise Common Stock eligible to receive the Merger Consideration. Independent has committed to appointing two Enterprise directors to its boards, following the completion of the merger.

The Merger Agreement received unanimous approval from the Boards of Directors of Enterprise, Enterprise Bank, Independent, and Rockland Trust. In connection with the agreement, Enterprise and Independent, on December 8, 2024, reached voting agreements with Enterprise directors and executive officers, representing about 20.42% of the outstanding shares of Enterprise Common Stock, to vote in favor of the Merger Agreement upon shareholder approval.

The completion of the merger is conditional upon various factors, including regulatory approvals and approval from Enterprise shareholders. It is anticipated to close during the latter half of 2025, defining it as a substantial move for the involved parties.

Independent was advised by Keefe, Bruyette & Woods, Inc., a subsidiary of Stifel Financial Corp., and received legal counsel from Simpson Thacher & Bartlett LLP. Conversely, Enterprise was counseled by Piper Sandler and legal counsel was provided by Hunton Andrews Kurth LLP in these deliberations.

For further details, the full text of the Merger Agreement and other related documents have been appended to the Form 8-K filing for reference and insight into the transaction’s intricacies.

Moreover, on December 9, 2024, Enterprise and Independent jointly announced their agreement via a press release to apprise the public of the impending Merger Agreement. The press release attached as an exhibit to the filing contains additional key details and insights into the merger.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Enterprise Bancorp’s 8K filing here.

Enterprise Bancorp Company Profile

Enterprise Bancorp, Inc operates as the holding company for Enterprise Bank and Trust Company that engages in the provision of commercial banking products and services. It offers commercial and retail deposit products, including checking accounts, limited-transactional savings and money market accounts, commercial sweep products, and term certificates of deposit.