Banker & Tradesman file photos
Rockland Trust Co.’s acquisition of East Boston Savings Bank moved a step closer to completion yesterday as shareholders of both banks approved the deal.
In special shareholder meetings to vote on the deal, Rockland Trust’s parent company Independent Bank Corp. and East Boston Savings Bank’s parent Meridian Bancorp Inc. each received enough votes to move forward with the merger, Independent Bank Corp. said in a statement yesterday.
The banks anticipate completing the transaction in the fourth quarter, subject to regulatory approval and other customary closing conditions, Independent Bank Corp. said.
About 83 percent of Independent Bank Corp.’s outstanding shares participated in the vote, the company said in an SEC 8-K filing. More than 99 percent of the shares that participated in the vote approved the deal. Meridian’s vote tally had not been released before Banker & Tradesman’s press time
The deal did face some shareholder opposition ahead of the special meetings. Six shareholders of East Boston Savings Bank’s parent filed lawsuits in federal court challenging the transaction, according to an SEC filing on July 27. Another lawsuit was filed in Massachusetts Superior Court against Rockland Trust’s parent.
Lawsuits against mergers are common, and the plaintiffs included frequent litigants Paul Parshall and Dean Drulias. Some plaintiffs also challenged Boston Private’s merger with Silicon Valley Bank and People’s United Bank’s deal with M&T Bank, including Shiva Stein, another frequent litigant.
The allegations in the lawsuits included claims that the registration statement relating to the proposed merger was incomplete and misleading.
Rockland Trust and East Boston Savings Bank said in the SEC filing that they released additional information about the merger to avoid the costs, risks and uncertainties related to litigation, but denied that additional disclosures were required or necessary.
“Independent, Meridian and the other defendants have vigorously denied, and continue to vigorously deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the lawsuits, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary and other legal duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of further litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the merger that might arise from further litigation,” the banks said in the filing.
Rockland Trust’s deal to acquire East Boston Savings Bank is valued at $1.15 billion. Meridian Bancorp shareholders will receive 0.275 shares of common stock of Independent Bank Corp., for each share of Meridian common stock.
