Cambridge Bancorp Announces Completion of Merger with Wellesley Bancorp, Inc.
June 01 2020 - 8:00AM
Business Wire
On June 1, 2020, Cambridge Bancorp (NASDAQ: CATC), parent of
Cambridge Trust Company, completed its merger with Wellesley
Bancorp, Inc. (“Wellesley”), Wellesley Bank (“Wellesley Bank”),
Wellesley’s subsidiary bank, and Cambridge Trust Company, the
Company’s subsidiary bank. Although the legal closing was effective
as of 12:01 a.m. on June 1, 2020, the systems conversion is
scheduled to occur over the weekend of October 2, 2020.
“We are pleased to announce the completion of the merger with
Wellesley and are excited to build a stronger future for both
Cambridge Bancorp and Wellesley as one. This combination will
enhance and expand Cambridge’s Greater Boston presence with the
addition of Wellesley’s six full-service banking offices in
Norfolk, Middlesex, and Suffolk Counties. Cambridge and Wellesley
share similar service-oriented business models, and each provide
their clients with banking and wealth management services,” noted
Denis K. Sheahan, Chairman and CEO.
In connection with the closing of the merger, Thomas J.
Fontaine, the former Chairman, President and CEO of Wellesley will
join the combined company in the role of Chief Banking Officer and
as a director. Simon Gerlin and Kathy Hinderhofer, former directors
of Wellesley, were also appointed to the Boards of Directors of
Cambridge Bancorp and Cambridge Trust Company.
Under the terms of the merger agreement, each share of Wellesley
common stock will be exchanged for 0.580 shares of Cambridge
Bancorp common stock.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and provided a fairness opinion to Cambridge Bancorp and Hogan
Lovells US LLP served as its legal counsel. Sandler O’Neill &
Partners, L.P. served as financial advisor and provided a fairness
opinion to Wellesley and Kilpatrick Townsend & Stockton LLP
served as its legal counsel.
About Cambridge Bancorp
Cambridge Bancorp, the parent company of Cambridge Trust
Company, is based in Cambridge, Massachusetts. Cambridge Trust
Company is a 130-year-old Massachusetts chartered commercial bank
with approximately $4.0 billion in assets, and a total of 22
Massachusetts and New Hampshire locations. Cambridge Trust Company
is one of New England’s leaders in private banking and wealth
management with $3.4 billion in client assets under management and
administration. The Wealth Management group maintains offices in
Boston, Massachusetts and Concord, Manchester, and Portsmouth, New
Hampshire.
Forward-looking Statements
Certain statements herein may constitute “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements about Cambridge
Bancorp (the “Company”) and its industry involve substantial risks
and uncertainties. Statements other than statements of current or
historical fact, including statements regarding the Company’s
future financial condition, results of operations, business plans,
liquidity, cash flows, projected costs, the impact of any laws or
regulations applicable to the Company, and measures being taken in
response to the COVID-19 pandemic and the impact of the COVID-19
pandemic on the Company’s business are forward-looking statements.
Words such as “anticipates,” “believes,” “estimates,” “expects,”
“forecasts,” “intends,” “plans,” “projects,” “may,” “will,”
“should,” and other similar expressions are intended to identify
these forward-looking statements. Such statements are subject to
factors that could cause actual results to differ materially from
anticipated results. Such factors include, but are not limited to,
the following: the current global economic uncertainty and economic
conditions being less favorable than expected, disruptions to the
credit and financial markets, changes in the Company’s accounting
policies or in accounting standards, weakness in the real estate
market, legislative, regulatory or accounting changes that
adversely affect the Company’s business and/or competitive
position, the Dodd-Frank Act’s consumer protection regulations, the
duration and scope of the COVID-19 pandemic and its impact on
levels of consumer confidence, actions governments, businesses and
individuals take in response to the COVID-19 pandemic, the impact
of the COVID-19 pandemic and actions taken in response to the
pandemic on global and regional economies and economic activity,
the pace of recovery when the COVID-19 pandemic subsides,
challenges from the integration of the Company and Optima Bank
& Trust Company resulting in the combined business not
operating as effectively as expected, disruptions in the Company’s
ability to access the capital markets, the businesses of the
Company and Wellesley may not be combined successfully, or such
combination may take longer than expected, the cost savings of the
merger with Wellesley may not be fully realized or may take longer
to realize than expected, operating costs, customer loss and
business disruption following the Wellesley merger, including
adverse effects on relationships with employees, may be greater
than expected, and other factors that are described in the
Company’s filings with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the year end December
31, 2019, which the Company filed on March 16, 2020. The Company
does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date
of such statements. You are cautioned not to place undue reliance
on these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200601005088/en/
Cambridge Bancorp Michael F. Carotenuto Chief Financial Officer
617-520-5520
Cambridge Bancorporation (NASDAQ:CATC)
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