Century Bank’s merger with Eastern Bank moved a step closer to completion yesterday as shareholders of Century’s parent company approved the deal.
In a special shareholder meeting, 99 percent of the outstanding shares of Class A stock that participated in the vote approved the deal, according to an SEC 8-K report. The vote included about 74 percent of the outstanding Class A shares that were eligible to participate.
Shares that did not participate in the vote counted against the merger, but because the deal required only a simple majority for approval, Medford-based Century had more than enough participating shares to get approval.
As part of the merger deal, Century’s directors and executive officers had agreed to vote in favor of the transaction. The bank said in a proxy statement in June that 2.48 percent of the Class A shares were covered by the voting agreement. Century did not report the results of yesterday’s Class B vote, but the bank had said in the proxy that 93.32 percent of Class B outstanding shares were subject to the voting agreement. Century’s Class B common stock has 24 shareholders, according to the proxy.
The merger agreement calls for shareholders to receive $115.28 in cash for each share of Century common stock. Boston-based Eastern Bank, which converted to a stock bank in October 2020 and raised about $1.7 billion in its public offering, agreed to buy Century for $642 million in cash. Eastern Bank’s shareholders do not need to approve the all-cash deal.
Unlike Boston Private, which last week completed its merger with SVB Financial Group, Century Bank faced little opposition from shareholders. Two shareholders did send “demand letters” claiming that Century’s proxy statement left out “material information,” Century said in a separate SEC filing last week. The shareholders demanded additional information about the deal, including financial and industry analysis. Century said in the filing that the allegations were “meritless and no additional disclosure is required.”
“However, in order to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, Century hereby voluntarily amends and supplements the Proxy Statement,” the bank said in the filing.
When the deal was announced in April, Eastern Bank had said it expected to close the transaction in the fourth quarter. The merger will create a bank with assets around $23 billion.
Other pending deals in the region include Rockland Trust’s acquisition of East Boston Savings Bank; the acquisition of Connecticut-based People’s United Bank, which has branches throughout Massachusetts, by Buffalo-based M&T Bank; and the merger-of-equals between Connecticut-based Webster Bank, which has branches in Eastern Massachusetts, and New York-based Sterling National Bank.
