ROCKLAND and FRANKLIN, Mass. – Shareholders in Independent Bank Corp. (Nasdaq: INDB), the parent of Rockland Trust Co., have approved the company’s plan to acquire Benjamin Franklin Bancorp Inc. (Nasdaq: BFBC). Shareholders of the Benjamin Franklin Bank parent also have endorsed the transaction.
The latest version of the Ben Franklin acquisition plan – the Second Amended and Restated Agreement and Plan of Merger, dated Jan. 12 – drew the approval of more than 80 percent of the total shares of INDB common stock voted at Friday’s special shareholders’ meeting, Independent said.
Meanwhile, at a special meeting Wednesday of shareholders in the Benjamin Franklin Bank parent, the transaction was approved by about 95 percent of shares voted and about 72 percent of all outstanding shares in Benjamin Franklin Bancorp.
The initial agreement was approved by the boards of directors of both companies before it was announced Nov. 10. (READ MORE) A stock-swap initially valued at $125 million, the transaction is worth up to $78.9 million at the current INDB price of $15.96 per share.
The agreement calls for all outstanding shares of the Benjamin Franklin Bank parent to be converted to Independent Bank Corp. shares, at a rate of 0.59 INDB shares for each BFBC share. (As of Jan. 7, that would have given Ben Franklin shareholders about 22.1 percent of INDB common stock, the companies said in a registration statement filed Jan. 12 with the U.S. Securities and Exchange Commission.) Like the company’s recent acquisition of Somerset-based Slade’s Ferry Bancorp, it is intended to qualify as a tax-free reorganization for federal income tax purposes.
“Benjamin Franklin Bank is a strong, growing company, in sound financial condition, which has built a tremendous franchise in its over-135-year history,” Christopher Oddleifson, president and CEO of Rockland Trust and its parent company, had said last fall in announcing the deal. “This transaction is a combination of strength between two well-run Massachusetts banks and is consistent with our core growth strategy as it permits Rockland Trust to expand into contiguous, attractive, local markets.”
Ben Franklin Bank has about $1 billion in assets and operates 11 branches in Massachusetts. Independent’s Rockland Trust has about $3.6 billion in assets. It operates 61 retail branches, 10 commercial lending centers and five mortgage origination offices across southeastern Massachusetts and on Cape Cod, plus four investment-management offices, one in Rhode Island.
The two companies initially predicted their merger would close sometime in the 2009 second quarter. In their latest announcements, they gave no predicted closing date, but Independent did say that “the merger is expected to close following the receipt of all required regulatory approvals and satisfaction of other standard closing conditions.”
Independent Bank Corp. (Nasdaq: INDB) is the parent of Rockland Trust Co., a full-service community bank with assets of $3.6 billion that serves southeastern Massachusetts, Cape Cod and Rhode Island. Additional information is available at www.RocklandTrust.com.
Benjamin Franklin Bancorp Inc. (Nasdaq: BFBC) is the parent of Benjamin Franklin Bank, a community bank with branches in Franklin, Bellingham, Foxborough, Medfield, Milford, Newtonville, Waltham, Watertown, and Wellesley, Mass. To learn more, visit www.BankWithBen.com.
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