ROCKLAND, Mass. and
MIDDLEBORO, Mass., Nov. 5, 2013 /PRNewswire/ -- Independent Bank
Corp. (NASDAQ: INDB) ("Independent"), parent of Rockland Trust
Company, and Mayflower Bancorp, Inc. (NASDAQ: MFLR) ("Mayflower"),
parent of Mayflower Co-operative Bank d/b/a Mayflower Bank, jointly
reported the following in connection with the proposed merger of
Mayflower 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 November 4, 2013.
- The deadline for Mayflower 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 8, 2013 (the "Election
Deadline"). As previously announced, Mayflower
shareholders can elect, for each share of Mayflower 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 70% of
the outstanding shares of Mayflower are exchanged for Independent
common stock and 30% of the outstanding shares of Mayflower are
exchanged for cash. To make an election, Mayflower
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 Mayflower stock certificates or confirmation of
book-entry transfer, or a properly completed notice of guaranteed
delivery. Mayflower shareholders should refer to the election
materials and letter of transmittal previously mailed to them for
additional information and detailed instructions regarding the
merger consideration election and letter of transmittal
procedure.
- The Merger is anticipated to close on or about November 15, 2013.
About Independent Bank Corp.
Independent Bank Corp.,
which has Rockland Trust Company as its wholly-owned commercial
bank subsidiary, has approximately $5.9
billion in assets. Rockland Trust provides a wide
range of consumer, business, investment, and insurance products and
services. Named a Boston Globe "Best Place to Work"
for four consecutive years and one of America's "Best Banks" by
Forbes for three consecutive years, Rockland Trust's network
consists of 75 retail branches, 10 commercial lending offices, four
investment management offices, and three residential lending
centers throughout Eastern
Massachusetts and Rhode
Island. To find out why Rockland Trust is the bank
"Where Each Relationship Matters®", visit
www.RocklandTrust.com. Member FDIC. Equal Housing
Lender.
About Mayflower Bancorp, Inc.
Mayflower Bancorp, Inc.
has approximately $244 million in
assets and is the holding company for Mayflower Bank, which was
founded in 1889 as a Massachusetts
chartered co-operative bank. Mayflower Bank is a full-service
community bank that offers a variety of deposit products and makes
mortgage loans for the construction, purchase, and refinancing of
residential and commercial real estate as well as other commercial
and consumer loans of various types. Mayflower Bank operates
eight full-service offices in the Massachusetts communities of Bridgewater, Lakeville, Middleboro, Plymouth, Rochester, Wareham, and West
Wareham.
Forward Looking Statements:
Certain statements
contained in this filing that are not statements of historical fact
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"),
notwithstanding that such statements are not specifically
identified. In addition, certain statements may be contained
in the respective future filings of Independent and of Mayflower
with the Securities Exchange Commission, in press releases and in
oral and written statements made by or with the approval of
Independent or Mayflower that are not statements of historical fact
and constitute forward-looking statements within the meaning of the
Act. Examples of forward-looking statements include, but are not
limited to: (i) statements about the benefits of the merger,
including future financial and operating results, cost savings,
enhanced revenues and accretion to reported earnings that may be
realized from the merger; (ii) statements of plans, objectives
and expectations of management or the Boards of Directors;
(iii) statements of future economic performance; and (iv)
statements of assumptions underlying such statements. Words such as
"believes," "anticipates," "expects," "intends," "targeted,"
"continue," "remain," "will," "should," "may" and other similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. Factors that
could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to:
(i) the risk that the businesses involved in the merger will
not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected;
(ii) expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected
time frame; (iii) revenues following the merger may be lower
than expected; (iv) deposit attrition, operating costs,
customer loss and business disruption following the merger,
including, without limitation, difficulties in maintaining
relationships with employees, may be greater than expected;
(v) the ability to obtain governmental approvals of the merger
on the proposed terms and schedule; (vi) local, regional,
national and international economic conditions and the impact they
may have on the parties to the merger and their customers;
(vii) changes in interest rates, spreads on earning assets and
interest-bearing liabilities, and interest rate sensitivity;
(viii) prepayment speeds, loan originations and credit losses;
(ix) sources of liquidity; (x) shares of common stock
outstanding and common stock price volatility; (xi) fair value
of and number of stock-based compensation awards to be issued in
future periods; (xii) legislation affecting the financial
services industry as a whole, and/or the parties and their
subsidiaries individually or collectively; (xiii) regulatory
supervision and oversight, including required capital levels;
(xiv) increasing price and product/service competition by
competitors, including new entrants; (xv) rapid technological
developments and changes; (xvi) the parties' ability to
continue to introduce competitive new products and services on a
timely, cost-effective basis; (xvii) the mix of
products/services; (xiii) containing costs and expenses;
(xix) governmental and public policy changes;
(xx) protection and validity of intellectual property rights;
(xxi) reliance on large customers; (xxii) technological,
implementation and cost/financial risks in large, multi-year
contracts; (xxiii) the outcome of pending and future
litigation and governmental proceedings; (xxiv) continued
availability of financing; (xxv) financial resources in the
amounts, at the times and on the terms required to support the
parties' future businesses; and (xxvi) material differences in
the actual financial results of merger and acquisition activities
compared with expectations, including the full realization of
anticipated cost savings and revenue enhancements. Additional
factors that could cause Independent's results to differ materially
from those described in the forward-looking statements can be found
in Independent's and Mayflower's respective Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters and attributable to the parties or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statements referenced above. Forward-looking statements
speak only as of the date on which such statements are made. The
parties undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of
unanticipated events.
Additional Information:
In connection with the Merger,
Independent has filed with the SEC a Registration Statement on Form
S-4 that includes a Proxy Statement of Mayflower and a Prospectus
of Independent, as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding
the Merger and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information. You may obtain a free copy
of the Proxy Statement/Prospectus, as well as other filings
containing information about Independent and Mayflower at the SEC's
Internet site (http://www.sec.gov). You may also obtain these
documents for Independent, free of charge, at www.RocklandTrust.com
under the tab "Investor Relations" and then under the heading "SEC
Filings." Copies of the Proxy Statement/Prospectus and the SEC
filings incorporated by reference in the Proxy Statement/Prospectus
can also be obtained, free of charge, by directing a request to
Investor Relations, Independent Bank Corp., 288 Union Street,
Rockland, Massachusetts 02370,
(781) 878-6100.
SOURCE Mayflower Bancorp, Inc.; Independent Bank Corp.
