Mergers & Acquisitions

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Deal Overview

Buyer:
Independent Bank Corp.
Actual Acquirer:
Independent Bank Corp.
Target:
Central Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
4/30/2012
Announcement Date:
5/1/2012
Announced Deal Value ($ M):
54.78
Status:
Completed
Completion Date:
11/9/2012
Announced Deal Value Per Share ($ )
32.01

Consideration Breakout
Cash ($M) 31.6
Common Stock ($M) 30.2
Common Stock Issued 1,068,514

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 154.4 148.5
Price / Tangible Book (%) 165.0 158.6
Price / Earnings (x) NM NM
Price / Deposits (%) 16.46 14.72
Price / Assets (%) 10.51 9.29
Tangible Book Premium/ Deposits (%) 8.43 7.23
Deal Terms
Description of Consideration

Independent Bank Corp. paid $32 in cash or issued 1.0533 shares of common stock for each outstanding share of Central Bancorp Inc. Subject to 60% of the consideration paid in stock. Exchange ratio was subject to adjustment based on Independent Bank Corp.'s closing price within a $30.3796-$26.9404 cap/collar. Immediately prior to the legal closing, Central Bancorp Inc. redeemed its SBLF preferred stock by paying $10 millions to the United States Department of the Treasury.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 22,544
Estimated Cost Savings (%) 41.00
Estimated Cost Savings ($ 000) 6,596
Est. Restructuring Charges ($ 000) 15,000
Maximum Termination Fee ($ 000) 2,200
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.053300
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,150
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Choate Hall & Stewart LLP
Seller Yes Kilpatrick Townsend & Stockton