Independent Bank Corp. INDB, parent of Rockland
Trust Company, and Central Bancorp, Inc. CEBK (“Central”), parent of
Central Bank, jointly reported the following in connection with the proposed
merger of Central with and into Independent (the “Merger”):
* All regulatory approvals relating to the Merger have been received and
applicable regulatory waiting periods have expired as of October 19, 2012.
* The deadline for Central shareholders to elect the form of merger
consideration they wish to receive in connection with the Merger is 5:00
p.m., Eastern Time on November 1, 2012 (the “Election Deadline”). As
previously announced, Central shareholders can elect, for each share of
Central common stock held, either cash, Independent common stock, or a
combination of cash and Independent common stock. All elections will be
subject to proration to the extent necessary to ensure that 60% of the
outstanding shares of Central are exchanged for Independent common stock
and 40% of the outstanding shares of Central are exchanged for cash. To
make an election, Central shareholders must deliver to Computershare Trust
Company, N.A., the exchange agent for the Merger, prior to the Election
Deadline, a properly completed election form and related letter of
transmittal, together with their Central stock certificates or
confirmation of book-entry transfer, or a properly completed notice of
guaranteed delivery. Central shareholders should refer to the election
materials and letter of transmittal that were mailed to Central
shareholders on or about October 3, 2012 for additional information and
detailed instructions regarding the merger consideration election and
letter of transmittal procedure.
* The final exchange ratio to be used in determining the number of shares of
Independent common stock that will be issued to Central shareholders
electing to receive stock consideration in the Merger (or receiving stock
consideration as a result of the pro ration described above) has been
determined in accordance with the merger agreement to be 1.0533 shares of
Independent common stock in exchange for each share of Central common
stock.
* The Merger is anticipated to close on or about November 9, 2012.
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