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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

MERIDIAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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LOGO    LOGO

Dear Meridian Bancorp, Inc. Stockholders and Independent Bank Corp. Shareholders:

On behalf of the Boards of Directors of Independent Bank Corp. (“Independent”) and Meridian Bancorp, Inc. (“Meridian”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the acquisition of Meridian by Independent. We are requesting that you take certain actions as a holder of Independent common stock (an “Independent shareholder”) or as a holder of Meridian common stock (a “Meridian stockholder”).

On April 22, 2021, Independent, Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent (“Rockland Trust”), Bradford Merger Sub Inc., a direct, wholly-owned subsidiary of Independent (“Merger Sub”), Meridian and East Boston Savings Bank, a Massachusetts-chartered savings bank and wholly-owned subsidiary of Meridian (“East Boston”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), pursuant to which Independent will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Meridian in an all-stock transaction. The acquisition will create the premier community-focused commercial bank in Massachusetts with approximately $20 billion in assets and a network of branches and ATMs across the Commonwealth of Massachusetts.

Under the merger agreement, Merger Sub will merge with and into Meridian, with Meridian as the surviving entity (the “merger”), and as soon as reasonably practicable following the merger, Meridian will merge with and into Independent, with Independent as the surviving entity (the “holdco merger”). Immediately following the holdco merger, East Boston, will merge with and into Rockland Trust, with Rockland Trust as the surviving bank (the “bank merger,” and together with the merger and the holdco merger, the “mergers”).

In the merger, Meridian stockholders will receive 0.275 of a share of Independent common stock for each share of Meridian common stock they own. Based on the closing price of Independent common stock on the NASDAQ on April 22, 2021, the last trading day before public announcement of the merger, the exchange ratio represented approximately $21.74 in value for each share of Meridian common stock, representing merger consideration of approximately $1.15 billion on an aggregate basis.

Independent shareholders will continue to own their existing shares of Independent common stock. The value of the Independent common stock at the time of completion of the merger could be greater than, less than or the same as the value of Independent common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of Independent common stock (trading symbol “INDB”) and Meridian common stock (trading symbol “EBSB”).

We expect the merger and the holdco merger, taken together, will qualify as a reorganization for federal income tax purposes. Accordingly, Meridian stockholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of Meridian common for Independent common stock in the merger, except with respect to any cash received by such holders in lieu of fractional shares of Independent common stock.

Based on the number of shares of Meridian common stock outstanding or reserved for issuance as of June 17, 2021, Independent expects to issue approximately 14.5 million shares of Independent common stock to Meridian stockholders in the aggregate in the merger. We estimate that former Meridian stockholders will own approximately 30% and existing Independent shareholders will own approximately 70% of the common stock of Independent following the completion of the merger.


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Independent and Meridian will each hold a special meeting of our respective shareholders and stockholders in connection with the merger. At our respective special meetings, in addition to other business, Independent will ask its shareholders to approve the issuance of its common stock to holders of Meridian common stock pursuant to the merger agreement (the “Independent share issuance proposal”), and Meridian will ask its stockholders to approve the adoption of the merger agreement (the “Meridian merger proposal”). Information about these meetings and the mergers is contained in this document. We urge you to read this document carefully and in its entirety.

The special meeting of Meridian stockholders will be held at 67 Prospect Street, Peabody, Massachusetts 01960 on August 5, 2021 at 11:00 a.m., Eastern Time. The special meeting of Independent shareholders will be held at the Doubletree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts 02370, on August 5, 2021 at 3:00 p.m., Eastern Time.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Independent and Meridian and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 27 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Independent and Meridian from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

Your vote is very important. Approval of the Meridian merger proposal will require the affirmative vote of the holders of a majority of the shares of Meridian common stock outstanding and entitled to vote. Approval of the Independent share issuance proposal will require the affirmative vote of a majority of the votes cast by the holders of Independent common stock at the Independent special meeting. Whether or not you plan to attend the Meridian special meeting or Independent special meeting, as applicable, please take the time to vote by completing and mailing the enclosed proxy card. If Meridian stockholders do not vote in person or by proxy, it will have the same effect as a vote against the proposal to approve the merger at the Meridian special meeting.

 

Sincerely,    Sincerely,

LOGO

Christopher Oddleifson
President and Chief Executive Officer
Independent Bank Corp.

  

LOGO

Richard J. Gavegnano
President and Chief Executive Officer
Meridian Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the proposed merger, including the issuance of Independent common stock to be issued in connection with the merger, or the other transactions described in this joint proxy statement/prospectus, or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Independent common stock are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or by any other federal or state governmental agency.

The accompanying joint proxy statement/prospectus is dated June 22, 2021, and is first being mailed to Independent shareholders and Meridian stockholders on or about June 25, 2021.


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MERIDIAN BANCORP, INC.

67 Prospect Street

Peabody, Massachusetts 01960

(617) 567-1500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2021

To the Stockholders of Meridian Bancorp, Inc.:

On April 22, 2021, Independent Bank Corp., a Massachusetts corporation (“Independent”), Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent (“Rockland Trust”), Bradford Merger Sub Inc., a direct, wholly owned subsidiary of Independent (“Merger Sub”), Meridian Bancorp, Inc. (“Meridian”) and East Boston Savings Bank, a Massachusetts-chartered savings bank and wholly-owned subsidiary of Meridian (“East Boston”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), pursuant to which Independent will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Meridian in an all-stock transaction. The acquisition will create the premier community-focused commercial bank in Massachusetts with approximately $20 billion in assets and a network of branches and ATMs across the Commonwealth of Massachusetts. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that Meridian will hold a special meeting of its stockholders at 67 Prospect Street, Peabody, Massachusetts 01960 on August 5, 2021 at 11:00 a.m., Eastern Time (the “Meridian special meeting”), for the purpose of considering and voting on the following proposals:

 

  1.

to approve and adopt the Agreement and Plan of Merger, dated as of April 22, 2021 (the “merger agreement”), by and among Independent, Rockland Trust Company, Merger Sub, Meridian and East Boston, and to approve the transactions contemplated by the merger agreement, including the merger of Meridian with and into Independent (the “merger,” with such proposal the “Meridian merger proposal”);

 

  2.

to approve a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Meridian in connection with the merger (the “Meridian compensation proposal”); and

 

  3.

to approve the adjournment of the Meridian special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meridian special meeting to approve the Meridian merger proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Meridian stockholders (the “Meridian adjournment proposal”).

You may vote at the special meeting if you were a stockholder of record at the close of business on June 17, 2021.

Under the provisions of the Maryland General Corporation Law, as amended, the holders of Meridian common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

The Meridian board of directors unanimously recommends that holders of Meridian common stock vote “FOR” the Meridian merger proposal, “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal.

Your vote is important. Your vote is important regardless of how many shares you own. We cannot complete the transactions contemplated by the merger agreement unless Meridian stockholders approve the merger proposal. The affirmative vote of the holders of a majority of the shares of common stock outstanding and entitled to vote at the Meridian special meeting is required to approve the Meridian merger proposal.


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Whether or not you plan to attend the Meridian special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

 

By Order of the Board of Directors,

LOGO

Edward J. Merritt

Corporate Secretary

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, EQ PROXY SERVICES, AT 1-833-434-0273.


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INDEPENDENT BANK CORP.

288 Union Street

Rockland, Massachusetts 02370

(781) 878-6100

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2021

To the Shareholders of Independent Bank Corp.:

On April 22, 2021, Independent Bank Corp., a Massachusetts corporation (“Independent”), Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent (“Rockland Trust”), Bradford Merger Sub Inc., a direct, wholly owned subsidiary of Independent (“Merger Sub”), Meridian Bancorp, Inc. (“Meridian”) and East Boston Savings Bank, a Massachusetts-chartered savings bank and wholly-owned subsidiary of Meridian (“East Boston”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), pursuant to which Independent will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Meridian in an all-stock transaction. The acquisition will create the premier community-focused commercial bank in Massachusetts with approximately $20 billion in assets and a network of branches and ATMs across the Commonwealth of Massachusetts. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that Independent will hold a special meeting of its shareholders at the Doubletree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts 02370 on August 5, 2021 at 3:00 p.m., Eastern Time (the “Independent special meeting”), for the purpose of considering and voting on the following proposals:

 

  1.

to approve the issuance of Independent common stock to holders of Meridian common stock pursuant to the merger agreement (the “Independent share issuance proposal”); and

 

  2.

to approve the adjournment of the Independent special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Independent special meeting to approve the Independent share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Independent shareholders (the “Independent adjournment proposal”).

As more fully described in the “Questions & Answers” and “The Independent Special Meeting” sections of the accompanying joint proxy statement/prospectus, you are entitled to attend the Independent special meeting if, as of the close of business on June 17, 2021, you held shares of Independent common stock registered in your name (a “record holder”), or if you held shares through an intermediary, such as a bank or broker, and have a valid legal proxy for the Independent special meeting (a “beneficial owner”).

The board of directors of Independent has fixed the close of business on June 17, 2021 as the record date for the Independent special meeting. Only holders of record of Independent common stock as of the close of business on the record date for the Independent special meeting are entitled to notice of the Independent special meeting or any adjournment or postponement thereof. Only holders of record of Independent common stock will be entitled to vote at the Independent special meeting or any adjournment or postponement thereof.

Under the provisions of the Massachusetts Business Corporation Act, as amended, the holders of Independent common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

The Independent board of directors unanimously recommends that holders of Independent common stock vote “FOR” the Independent share issuance proposal and “FOR” the Independent adjournment proposal.

Your vote is important. Your vote is important regardless of how many shares you own. We cannot complete the transactions contemplated by the merger agreement unless Independent shareholders approve the Independent share issuance proposal. The affirmative vote of a majority of the votes cast by the holders of


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Independent common stock at the Independent special meeting is required to approve the Independent share issuance proposal

Whether or not you plan to attend the Independent special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

 

By Order of the Board of Directors,

LOGO

Patricia M. Natale

Deputy General Counsel and Corporate Secretary

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, GEORGESON LLC, AT 1-800-868-1390.


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REFERENCE TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Meridian and Independent from other documents that are not included in, or delivered with, this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. We have listed the documents containing this information on page 143 of this joint proxy statement/prospectus. You can obtain copies of these documents incorporated by reference in this document through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephone from Meridian or Independent at the following addresses:

For business and financial information about Meridian, please contact:

Meridian Bancorp, Inc.

67 Prospect Street

Peabody, Massachusetts 01960

Attention: Edward J. Merritt, Corporate Secretary

(617) 567-1500

For business and financial information about Independent, please contact:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

Attention: Patricia M. Natale, Deputy General Counsel and Corporate Secretary

(781) 878-6100

If Meridian stockholders would like to request documents, they must do so no later than July 29, 2021 in order to receive them before Meridian’s special meeting. If Independent shareholders would like to request documents, they must do so no later than July 29, 2021 in order to receive them before Independent’s special meeting. Neither Meridian stockholders nor Independent shareholders will be charged for any of these documents that they request.

For additional information regarding where you can find information about Independent and Meridian, please see the section entitled “Where You Can Find More Information” beginning on page 142 of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus with respect to Independent and its subsidiaries was provided by Independent and the information contained in this joint proxy statement/prospectus with respect to Meridian and its subsidiaries was provided by Meridian.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card for the Meridian special meeting or on the enclosed proxy card for the Independent special meeting, as applicable.


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TABLE OF CONTENTS

 

     Page  

QUESTIONS AND ANSWERS

     1  

SUMMARY

     14  

Information About the Companies

     14  

The Merger and the Merger Agreement

     15  

Merger Consideration

     15  

Treatment of Meridian Equity Awards

     15  

Meridian’s Reasons for the Merger

     16  

Opinion of Meridian’s Financial Advisor

     16  

Interests of Meridian’s Directors and Executive Officers in the Merger

     17  

Special Meeting of Meridian’s Stockholders; Vote Required

     18  

Recommendation of Meridian’s Board of Directors

     18  

Meridian’s Directors and Executive Officers Have Agreed to Vote in Favor of the Merger Agreement

     19  

Non-Solicitation

     19  

Independent’s Reasons for the Merger and Issuance of Shares of Independent Common Stock

     19  

Opinion of Independent’s Financial Advisor

     19  

Special Meeting of Independent’s Shareholders; Vote Required

     19  

Recommendation of Independent’s Board of Directors

     20  

Expected Timing of the Merger

     20  

Conditions to Complete the Merger

     20  

Termination of the Merger Agreement

     21  

Termination Fees

     22  

Regulatory Approvals Required to Complete the Merger

     22  

Material U.S. Federal Income Tax Consequences of the Merger and the Holdco Merger

     23  

Rights of Independent Shareholders Differ from Those of Meridian Stockholders

     23  

Listing of Independent Common Stock; Delisting and Deregistration of Meridian Common Stock

     23  

Accounting Treatment

     23  

Dissenters’ Rights of Appraisal

     23  

Risk Factors

     24  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     25  

RISK FACTORS

     27  

Risks Related to the Merger

     27  

Risks Related to Independent’s Business

     32  

Risks Relating to Meridian’s Business

     33  

SELECTED HISTORICAL FINANCIAL INFORMATION

     34  

Independent Selected Historical Financial and Operating Data

     34  

Meridian Selected Historical Consolidated Financial Data

     35  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     37  

THE SPECIAL MEETING OF MERIDIAN STOCKHOLDERS

     44  

Date, Time and Place of the Meridian Special Meeting

     44  

Purpose of the Meridian Special Meeting

     44  

Recommendation of Meridian’s Board of Directors

     44  

Record Date; Shares Entitled to Vote

     44  

Quorum

     44  

Vote Required; Treatment of Abstentions and Failure to Vote

     45  

Attending the Meridian Special Meeting

     45  

Voting of Proxies

     46  

Delivery of Proxy Materials

     46  

How to Revoke Your Proxy

     46  

Other Matters to Come Before the Meridian Special Meeting

     47  

Proxy Solicitation

     47  


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PROPOSAL NO. 1 MERIDIAN MERGER AGREEMENT PROPOSAL

     48  

PROPOSAL NO. 2 MERIDIAN COMPENSATION PROPOSAL

     49  

PROPOSAL NO. 3 MERIDIAN ADJOURNMENT PROPOSAL

     50  

THE SPECIAL MEETING OF INDEPENDENT SHAREHOLDERS

     51  

Date, Time and Place of the Independent Special Meeting

     51  

Purpose of the Independent Special Meeting

     51  

Recommendation of Independent’s Board of Directors

     51  

Record Date; Shares Entitled to Vote

     51  

Quorum

     51  

Vote Required; Treatment of Abstentions and Failure to Vote

     52  

Attending the Independent Special Meeting

     52  

Voting of Proxies

     52  

Delivery of Proxy Materials

     53  

How to Revoke Your Proxy

     53  

Other Matters to Come Before the Independent Special Meeting

     53  

Proxy Solicitation

     53  

PROPOSAL NO. 1 INDEPENDENT SHARE ISSUANCE PROPOSAL

     54  

PROPOSAL NO. 2 INDEPENDENT ADJOURNMENT PROPOSAL

     55  

THE MERGER

     56  

Terms of the Merger

     56  

Background of the Merger

     56  

Recommendation of Meridian’s Board of Directors

     60  

Meridian’s Reasons for the Merger

     60  

Opinion of Meridian’s Financial Advisor

     62  

Recommendation of Independent’s Board of Directors

     71  

Independent’s Reasons for the Merger

     71  

Opinion of Independent’s Financial Advisor

     73  

Certain Unaudited Prospective Financial Information

     84  

Interests of Meridian’s Executive Officers and Directors in the Merger

     88  

Regulatory Approvals Required to Complete the Merger

     96  

Accounting Treatment

     98  

Stock Exchange Listings

     99  

No Appraisal or Dissenters’ Rights in the Merger

     99  

THE MERGER AGREEMENT

     100  

Explanatory Note Regarding the Merger Agreement

     100  

Structure of the Merger

     100  

Effective Time and Closing of the Merger

     100  

Merger Consideration

     101  

Governing Documents

     101  

Treatment of Meridian Equity Awards

     102  

Exchange of Meridian Shares

     102  

Representations and Warranties

     103  

Covenants and Agreements

     105  

Employee Benefits Matters

     112  

Stockholder Approval; Board Recommendations

     112  

No Solicitation of Alternative Transactions by Meridian

     114  

Conditions to Complete the Merger

     115  

Termination of the Merger Agreement

     116  

Termination Fees

     117  

Effect of Termination

     118  

Waiver or Amendment of the Merger Agreement

     118  

Fees and Expenses

     118  

Governing Law

     119  

Specific Performance

     119  


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VOTING AGREEMENTS

     120  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND THE HOLDCO MERGER

     121  

Tax Consequences of the Merger Generally

     122  

Information Reporting and Backup Withholding

     123  

INFORMATION ABOUT THE COMPANIES

     124  

INDEPENDENT

     124  

MERIDIAN

     124  

MERGER SUB

     124  

DESCRIPTION OF INDEPENDENT’S CAPITAL STOCK

     125  

Common Stock

     125  

Preferred Stock

     125  

Other Provisions

     126  

Transfer Agent

     126  

COMPARISON OF RIGHTS OF SHAREHOLDERS OF INDEPENDENT AND STOCKHOLDERS  OF MERIDIAN

     127  

LEGAL MATTERS

     139  

EXPERTS

     140  

Independent

     140  

Meridian

     140  

ANNUAL MEETING SHAREHOLDER AND STOCKHOLDER PROPOSALS

     141  

Independent

     141  

Meridian

     141  

WHERE YOU CAN FIND MORE INFORMATION

     142  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     143  

Independent SEC Filings (SEC File No. 001-09047)

     143  

Meridian SEC Filings (SEC File No.  001-36573)

     143  

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B—OPINION OF RAYMOND JAMES & ASSOCIATES, INC.

     B-1  

ANNEX C—OPINION OF KEEFE, BRUYETTE & WOODS, INC.

     C-1  

ANNEX D—FORM OF VOTING AGREEMENT

     D-1  


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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the Independent special meeting or the Meridian special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the Independent special meeting or the Meridian special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 142.

In this joint proxy statement/prospectus, unless the context otherwise requires:

 

   

“Independent” refers to Independent Bank Corp., a Massachusetts corporation;

 

   

“Rockland Trust” refers to Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent;

 

   

“Independent bylaws” refers to the amended and restated bylaws of Independent.

 

   

“Independent articles of organization” refers to the restated articles of organization of Independent, as amended.

 

   

“Independent common stock” refers to the common stock of Independent, par value $0.01 per share;

 

   

“Merger Sub” refers to Bradford Merger Sub Inc., a Maryland corporation and a direct, wholly owned subsidiary of Independent;

 

   

“Meridian” refers to Meridian Bancorp, Inc., a Maryland corporation;

 

   

“East Boston” refers to East Boston Savings Bank, a Massachusetts-chartered savings bank and wholly-owned subsidiary of Meridian;

 

   

“Meridian bylaws” refers to the bylaws of Meridian;.

 

   

“Meridian articles of incorporation” refers to the articles of incorporation of Meridian;.

 

   

“Meridian common stock” refers to the common stock of Meridian, par value $0.01 per share;

 

   

“shareholders” refers to holders of shares of common stock of Independent both prior to and following the completion of the merger; and

 

   

“stockholders” refers to holders of shares of the common stock of Meridian.

Questions and Answers About the Merger

 

Q.

Why am I receiving this document?

 

A.

You are receiving this joint proxy statement/prospectus because Independent, Rockland Trust, Merger Sub, East Boston and Meridian entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), pursuant to which Merger Sub will merge with and into Meridian, with Meridian as the surviving entity (the “merger”), and as soon as reasonably practicable following the merger, Meridian will merge with and into Independent, with Independent as the surviving entity (the “holdco merger”). Immediately following the holdco merger, East Boston will merge with and into Rockland Trust, with Rockland Trust as the surviving bank (the “bank merger”, and together with the merger and the holdco merger, the “mergers”). A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. In this joint proxy statement/prospectus, we refer to the closing of the transactions contemplated by the merger agreement as the “closing” and the date on which the closing occurs as the “closing date.”

 

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In order to complete the merger, among other things:

 

   

Independent shareholders must approve the proposed issuance of Independent common stock to holders of Meridian common stock pursuant to the merger agreement in order to comply with applicable Nasdaq Global Select Market (“NASDAQ”) listing rules (the “Independent share issuance proposal” and such issuance the “Independent share issuance”); and

 

   

Meridian stockholders must adopt the merger agreement (the “Meridian merger proposal”).

Independent is holding a special meeting of Independent shareholders (the “Independent special meeting”) to obtain approval of the Independent share issuance proposal.

Independent shareholders will also be asked to approve the proposal to adjourn the Independent special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the Independent special meeting to approve the Independent share issuance proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Independent shareholders (the “Independent adjournment proposal”).

Meridian is holding a special meeting of Meridian stockholders (the “Meridian special meeting”) to obtain approval of the Meridian merger proposal.

Meridian stockholders will also be asked to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Meridian in connection with the transactions contemplated by the merger agreement (the “Meridian compensation proposal”), and to approve the proposal to adjourn the Meridian special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the Meridian special meeting, to approve the Meridian merger proposal or (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of Meridian common stock (the “Meridian adjournment proposal”).

This document is also a prospectus that is being delivered to holders of Meridian common stock because, pursuant to the merger agreement, Independent is offering shares of Independent common stock to Meridian stockholders.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Independent and Meridian special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

 

Q.

What will Meridian’s stockholders receive in the merger?

 

A.

In the merger, Meridian stockholders will receive 0.275 of a share of Independent common stock for each share of Meridian common stock held immediately prior to the completion of the merger.

Independent’s common stock is listed on the Nasdaq Global Select Market under the trading symbol “INDB.” Independent will not issue fractional shares of its common stock in the merger, but will instead pay cash for any fractional shares at a price determined by the volume weighted average closing price of Independent common stock on NASDAQ for the five trading days ending on the fifth trading day immediately preceding the closing date of the merger, which is referred to herein as the Closing VWAP (the exchange ratio, together with cash received in lieu of fractional shares of Independent common stock, if any, the “merger consideration”).

 

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Q.

What will Independent’s shareholders receive in the merger?

 

A.

In the merger, Independent shareholders will not receive any consideration, and their shares of Independent common stock will remain outstanding and will constitute shares of Independent following the merger. Following the merger, shares of Independent common stock will continue to be listed on NASDAQ under the trading symbol “INDB.”

 

Q.

What will happen in the merger?

 

A.

In the merger, Merger Sub will merge with and into Meridian, with Meridian as the surviving entity. In the holdco merger, which will occur as soon as reasonably practicable following the merger, Meridian will merge with and into Independent, with Independent as the surviving entity. In the bank merger, which will occur immediately following the holdco merger, East Boston will merge with and into Rockland Trust, with Rockland Trust as the surviving bank.

Each share of Meridian common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held as treasury stock or shares owned directly by Independent in trust accounts, managed accounts and the like) will be converted into the right to receive 0.275 (the “exchange ratio”) of a share of Independent common stock. After completion of the merger, (1) Meridian will no longer be a public company, (2) Meridian common stock will be delisted from NASDAQ and will cease to be publicly traded, and (3) the Meridian common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After completion of the holdco merger, Meridian will cease to exist. Holders of Independent common stock will continue to own their existing shares of Independent common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 100 and the merger agreement for more information about the merger.

 

Q.

How will the merger affect Meridian equity awards?

 

A.

The merger agreement provides that Meridian equity awards that are outstanding immediately prior to the effective time will be treated as follows:

Stock Options. Each stock option, whether vested or unvested, will fully vest and be cancelled at the effective time of the merger. On the closing date of the merger, East Boston or Meridian will pay to the holders of such stock options cash in an amount equal to the product of (i) the number of shares of Meridian common stock provided for in each such stock option, multiplied by (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price. Any stock option for which the exercise price per share of Meridian common stock provided for in such stock option exceeds the per share cash equivalent consideration will be cancelled at the effective time of the merger without payment. The cash payment will be paid within five business days after the closing date of the merger, without interest and less applicable withholding taxes. For purposes of the merger agreement, “per share cash equivalent consideration” means the product (rounded to the nearest cent) obtained by multiplying (i) the exchange ratio by (ii) the volume-weighted average trading price of a share of the Independent common stock on Nasdaq for the consecutive period of five full trading days ending on the day immediately preceding the closing date.

Restricted Stock Awards. Each share of restricted stock will fully vest at the effective time of the merger and be considered an outstanding share of Meridian common stock entitled to receive the merger consideration. The merger consideration will be issued within five business days after the closing date of the merger, without interest and less applicable withholding taxes.

 

Q.

How will the merger affect the East Boston ESOP?

 

A.

The East Boston Savings Bank Employee Stock Ownership Plan (which we refer to as the East Boston ESOP) will be terminated at least five business days and no more than seven business days prior to the effective time of the merger. The East Boston ESOP is funded through a loan to purchase shares of Meridian

 

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  common stock, which shares are allocated to participants as the loan is repaid. The unallocated shares are held in a separate unallocated stock fund. Participants’ account balances will become fully vested in connection with the termination of the East Boston ESOP. On the date the East Boston ESOP is terminated, East Boston will direct the trustee of the East Boston ESOP to remit a sufficient number of shares of Meridian common stock held in the ESOP loan suspense account back to East Boston to repay the outstanding ESOP loan in full. All remaining shares of Meridian common stock held by the East Boston ESOP as of immediately prior to the effective time, including any unallocated shares held in the East Boston ESOP loan suspense account (which will not include any shares of Meridian common stock used for purposes of repaying or forgiving the East Boston ESOP loan) will be converted into the right to receive the merger consideration. Following the effective time, the unallocated merger consideration (and any other remaining unallocated assets) will be allocated on a pro rata basis to all participants with an account balance under the East Boston ESOP based on each participant’s account balance on the termination date.

 

Q.

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

 

A.

Yes. Although the number of shares of Independent common stock that Meridian stockholders will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Independent common stock. Any fluctuation in the market price of Independent common stock will change the value of the shares of Independent common stock that Meridian stockholders will receive. Neither Independent nor Meridian is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Independent common stock or Meridian common stock.

 

Q.

Are Meridian’s stockholders or Independent’s shareholders entitled to dissenters’ rights?

 

A.

No. Under the provisions of the Maryland General Corporation Law, as amended, Meridian stockholders are not entitled to dissenters’ rights in the merger. Under the provisions of the Massachusetts Business Corporation Act, Chapter 156D, Section 13, Independent shareholders are not entitled to dissenters’ rights in the merger.

 

Q.

Are there any risks that I should consider in deciding whether to vote for the approval of the Independent share issuance proposal, the approval of the Meridian merger proposal, or the other proposals to be considered at the Independent special meeting and the Meridian special meeting, respectively?

 

A.

Yes. You should read and carefully consider the risk factors set forth in the section in this document titled “Risk Factors” beginning on page 27. You also should read and carefully consider the risk factors of Independent and Meridian contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

 

Q.

Should Meridian’s stockholders send in their stock certificates now?

 

A.

No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent designated by Independent and reasonably acceptable to Meridian (the “exchange agent”) will send you instructions for exchanging Meridian stock certificates for the merger consideration.

 

Q.

What are the material U.S. federal income tax consequences of the merger and the holdco merger to U.S. holders of Meridian common stock?

 

A.

The merger and the holdco merger, taken together, are intended to qualify, and the obligations of the parties to complete the merger are conditioned upon the receipt of a legal opinion from their respective counsel to the effect that the merger and the holdco merger, taken together, will qualify, as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, which is referred to in this joint

 

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  proxy statement/prospectus as the Code. Meridian’s stockholders generally will not recognize gain or loss with respect to the Independent common stock that they receive in the merger, except with respect to any cash they receive in lieu of receiving a fractional share of Independent common stock. See “Material U.S. Federal Income Tax Consequences of the Merger and the Holdco Merger” beginning on page 121 . This tax treatment may not apply to all Meridian stockholders. Determining the actual tax consequences of the merger and the holdco merger to Meridian stockholders can be complicated and will depend on the particular circumstances of each Meridian stockholder. Meridian stockholders should consult their own tax advisor for a full understanding of the mergers’ tax consequences that are particular to each stockholder.

 

Q.

What are the interests of Meridian’s directors and executive officers in the merger, if any?

 

A.

In considering the recommendation of the board of directors of Meridian, Meridian’s stockholders should be aware that the directors and executive officers of Meridian have interests in the merger and holdco merger that are different from, or in addition to, the interests of Meridian’s other stockholders generally. These interests include rights of certain executive officers under their existing employment and change in control agreements; rights of certain directors and executive officers to payments of their vested account balances under their existing supplemental retirement arrangements; rights of certain executive officers under consulting agreements and an offer letter with Rockland Trust executed in connection with the merger agreement; rights under Meridian’s equity-based benefit programs and awards, including the acceleration of vesting of stock options and restricted stock; a 2021 pro-rata bonus; a 2021 grant of restricted stock awards; rights under the East Boston ESOP; and rights to continued indemnification and insurance coverage by Independent after the merger for acts and omissions occurring before the merger. In addition, following the merger, Independent will invite all of the independent directors serving on Meridian’s board of directors immediately prior to the merger to become members of a transition advisory board for two years following the closing. The board of directors of Meridian was aware of these interests and considered them, among other matters, in approving the merger agreement and related transactions.

 

Q.

When will the merger be completed?

 

A.

Independent and Meridian expect the merger to close in the fourth quarter of 2021. However, neither Independent nor Meridian can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Meridian must first obtain the approval of Meridian stockholders for the Meridian merger proposal, and Independent must obtain approval of Independent shareholders for the Independent share issuance proposal. Independent and Meridian must also obtain necessary regulatory approvals and satisfy certain other closing conditions.

 

Q.

What are the conditions to complete the merger?

 

A.

The obligations of Independent and Meridian to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, the receipt of certain tax opinions, approval by Independent shareholders of the Independent share issuance proposal and approval by Meridian stockholders of the Meridian merger proposal. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 115.

 

Q.

What happens if the merger is not completed?

 

A.

If the merger is not completed, holders of Meridian common stock will not receive any consideration for their shares of Meridian common stock in connection with the merger. Instead, Meridian will remain an independent public company, Meridian common stock will continue to be listed and traded on NASDAQ, and Independent will not complete the issuance of shares of Independent common stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination

 

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  fee of $44,145,000 will be payable by either Independent or Meridian, as applicable. See “The Merger Agreement—Termination Fees” beginning on page 117 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

 

Q.

Where can I find more information about the companies?

 

A.

You can find more information about Independent and Meridian from the various sources described under the section of this document titled “Where You Can Find More Information” beginning on page 142.

 

Q.

What is a “broker non-vote”?

 

A.

A “broker non-vote” occurs on an item when a nominee or intermediary is not permitted to vote on that item without instructions from the beneficial owner of the shares, and the beneficial owner fails to provide the nominee or intermediary with such instructions.

 

Q.

What is householding and how does it affect me?

 

A.

The SEC permits companies to send a single set of proxy materials to any household at which two (2) or more shareholders reside, unless contrary instructions have been received, but only if the applicable shareholders provide advance notice and follow certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Independent common stock and Meridian common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding Independent common stock or Meridian common stock, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this joint proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this joint proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Questions and Answers About the Special Meeting of Meridian Stockholders

 

Q.

When and where will Meridian’s stockholders meet?

 

A.

The Meridian special meeting will be held at 67 Prospect Street, Peabody, Massachusetts 01960 on August 5, 2021 at 11:00 a.m., Eastern Time.

Even if you plan to attend the Meridian special meeting, Meridian recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

 

Q.

What matters are Meridian’s stockholders being asked to approve at the Meridian special meeting pursuant to this joint proxy statement/prospectus?

 

A.

At the Meridian special meeting, Meridian’s stockholders will be asked to consider and vote on the following proposals:

 

   

Meridian Proposal 1: The Meridian merger proposal;

 

   

Meridian Proposal 2: The Meridian compensation proposal; and

 

   

Meridian Proposal 3: The Meridian adjournment proposal.

In order to complete the merger, among other things, Meridian stockholders must approve the Meridian merger proposal. None of the approvals of the Meridian compensation proposal or the Meridian adjournment proposal is a condition to the obligations of Independent or Meridian to complete the merger.

 

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Q.

What does Meridian’s board of directors recommend with respect to the three proposals?

 

A.

The Meridian board of directors unanimously recommends that you vote “FOR” the Meridian merger proposal, “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal.

In considering the recommendations of the Meridian board of directors, Meridian stockholders should be aware that Meridian directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Meridian stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Meridian’s Executive Officers and Directors in the Merger” beginning on page 88.

 

Q.

Who is eligible to vote at the Meridian special meeting of stockholders?

 

A.

Only holders of record of Meridian common stock at the close of business on June 17, 2021 which is the record date for the Meridian special meeting of stockholders, are entitled to vote at the Meridian special meeting.

Attendance at the special meeting is not required to vote. See below and the section entitled “The Special Meeting of Meridian Stockholders—Voting of Proxies” beginning on page 46 for instructions on how to vote your shares of Meridian common stock without attending the Meridian special meeting.

 

Q.

How many votes must be represented in person or by proxy at the Meridian special meeting to have a quorum?

 

A.

The holders of a majority of the shares of Meridian common stock outstanding and entitled to vote at the Meridian special meeting of stockholders, present in person or represented by proxy, will constitute a quorum at the Meridian special meeting.

 

Q.

What vote by Meridian’s stockholders is required to approve the Meridian special meeting proposals?

 

A.

Meridian Proposal 1: Meridian merger proposal. Approval of the Meridian merger proposal requires the affirmative vote of the holders of a majority of the shares of Meridian common stock outstanding and entitled to vote. Accordingly, an abstention or a broker non-vote or other failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Meridian Proposal 2: Meridian compensation proposal. Approval of the Meridian compensation proposal requires the affirmative vote of a majority of the votes cast by Meridian stockholders. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the Meridian compensation proposal.

Meridian Proposal 3: Meridian adjournment proposal. Whether or not a quorum will be present at the meeting, approval of the Meridian adjournment proposal requires the affirmative vote of a majority of the votes cast by Meridian stockholders. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the Meridian adjournment proposal.

 

Q.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the Meridian named executive officers (i.e., the Meridian compensation proposal)?

 

A.

Under Securities and Exchange Commission (“SEC”) rules, Meridian is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Meridian’s named executive officers that is based on or otherwise relates to the merger or “golden parachute” compensation.

 

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Q.

What happens if Meridian stockholders do not approve, by non-binding, advisory vote, merger-related compensation arrangements for Meridian’s named executive officers (i.e., the Meridian compensation proposal)?

 

A.

The vote on the proposal to approve the merger-related compensation arrangements for each of Meridian’s named executive officers is separate and apart from the votes to approve the other proposals being presented at the Meridian special meeting. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding upon Meridian or Independent before or following the merger. Accordingly, the merger-related compensation will be paid to Meridian’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Meridian stockholders do not approve the proposals to approve the merger-related executive compensation.

 

Q.

Are any Meridian stockholders already committed to vote in favor of any of the Meridian special meeting proposals?

 

A.

Under voting agreements with Independent, each of Meridian’s directors and executive officers who individually or jointly owns shares of Meridian common stock, acting solely in his or her capacity as a stockholder, has agreed to vote all of his or her Meridian common stock in favor of the Meridian merger agreement proposal. As of the record date for the Meridian special meeting of stockholders, the Meridian stockholders who are parties to the voting agreements with Independent collectively owned (with sole or shared voting power) approximately 3.55% of the Meridian common stock outstanding and entitled to vote at the Meridian special meeting.

 

Q.

How may Meridian’s stockholders vote their shares for the Meridian special meeting proposals presented in this joint proxy statement/prospectus prior to the special meeting?

 

A.

Shares Held of Record: If you are a stockholder of record of Meridian common stock as of the Meridian record date, you may submit your proxy before the Meridian special meeting in one of the following ways:

 

   

by signing the enclosed proxy card and mailing it in the enclosed, prepaid and addressed envelope;

 

   

by calling the toll-free number indicated on the accompanying proxy card and following the instructions, or

 

   

by accessing the web page indicated on the accompanying proxy card and following the on-screen instructions.

Proxies submitted by mail must be received by the close of business on August 4, 2021. Proxies submitted by telephone or through the Internet must be received by 1:00 a.m., Eastern Time, on August 5, 2021.

Shares Held in Brokerage Accounts: If you hold your shares of Meridian common stock in street name (that is, you hold your shares of Meridian common stock through a broker, bank or other holder of record), your bank, broker or other holder of record will forward proxy materials and voting instructions that you must follow in order to vote your shares of Meridian common stock. You may receive more than one proxy card if your shares of Meridian common stock are registered in different names or are held in more than one account. A broker, bank or other holder of record will not be able to vote your shares at the Meridian special meeting without first receiving instructions from you on how to vote.

Shares Held in the Meridian 401(k) Plan: If you are a participant in the East Boston Savings Bank 401(k) Retirement Plan (which we refer to as the Meridian 401(k) Plan) and indirectly hold shares of Meridian common stock through the Meridian 401(k) Plan, you may vote any shares of Meridian common stock held in your Meridian 401(k) Plan account as of the Meridian record date ONLY by following the separate voting instructions provided by the Meridian 401(k) Plan trustee. Your 401(k) vote authorization form must be received by 11:59 p.m., Eastern Time, on August 2, 2021. The telephonic and internet voting cutoff for providing your 401(k) vote authorization is 11:59 p.m., Eastern Time, on August 2, 2021. East Boston, as the Meridian 401(k) Plan administrator, has instructed the Meridian 401(k) Plan trustee to vote any shares in the Meridian 401(k) Plan trustee for which participants have not issued timely voting instructions in the same proportion as the votes received on shares that participants have provided voting instructions.

 

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Shares Held in the East Boston ESOP Plan: If you are a participant in the East Boston ESOP and indirectly hold shares of Meridian common stock through the East Boston ESOP, you may vote any shares of Meridian common stock held in your East Boston ESOP account as of the Meridian record date ONLY by following the separate voting instructions provided by the East Boston ESOP trustee. Your ESOP vote authorization form must be received by 11:59 p.m., Eastern Time, on July 29, 2021. The telephonic and internet voting cutoff for providing your ESOP vote authorization is 11:59 p.m., Eastern Time, on July 29, 2021. Under the terms of the East Boston ESOP, the East Boston ESOP trustee votes all shares held by the East Boston ESOP, but each East Boston ESOP participant may direct the trustee how to vote the shares of Meridian common stock allocated to his or her account. The East Boston ESOP trustee will vote all unallocated shares of Meridian common stock held by the East Boston ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions, so long as such vote is solely in the interests of participants and beneficiaries and in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended.

 

Q.

Can I attend the Meridian special meeting and vote my shares in person?

 

A.

Yes. All holders of common stock of Meridian, including holders of record and holders who hold their shares through banks, brokers or any other holder of record, are invited to attend the Meridian special meeting. Holders of record of Meridian common stock can vote in person at the Meridian special meeting. If you are not a holder or record (i.e., if your shares are held for you in “street name”), you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank, or other holder of record to be able to vote in person at the Meridian special meeting. If you plan to attend the meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. Meridian reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. Whether or not you intend to be present at the Meridian special meeting, you are urged to sign, date and return your proxy card, or to vote via the Internet or by telehone promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting by ballot at the Meridian special meeting.

Additional information on attending the Meridian special meeting can be found under the section entitled “The Special Meeting of Meridian Stockholders—Attending the Meridian Special Meeting” on page 45.

 

Q.

May a Meridian stockholder change its vote after submitting a proxy?

 

A.

Yes. A Meridian stockholder may change a vote at any time before the Meridian stockholder’s proxy is voted at the Meridian special meeting. A proxy may be revoked by executing and timely submitting a later-dated proxy card, or by attending the Meridian special meeting and voting in person. A Meridian stockholder executing a Meridian proxy card may also revoke the proxy at any time before it is voted by giving written notice revoking the proxy to Meridian’s Corporate Secretary, by timely filing another Meridian proxy card bearing a later date or by attending the Meridian special meeting and voting in person. Attending the Meridian special meeting will not automatically revoke a Meridian stockholder’s prior submission of a proxy (by Internet, telephone or in writing). All written notices of revocation or other communications with respect to revocation of proxies should be addressed to:

Meridian Bancorp, Inc.

67 Prospect Street

Peabody, Massachusetts 01960

(617) 567-1500

Attention: Edward J. Merritt, Corporate Secretary

Participants in the Meridian 401(k) Plan may revoke their instructions to the Meridian 401(k) Plan trustee with respect to voting of the shares of Meridian common stock held in their Meridian 401(k) Plan account

 

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by submitting to the Meridian 401(k) Plan trustee a signed instruction card bearing a later date, provided that such new instruction card must be received by the Meridian 401(k) Plan trustee on or prior to the last date for submission of such instructions with respect to the Meridian special meeting designated in the separate voting instructions provided by the Meridian 401(k) Plan trustee.

Participants in the East Boston ESOP may revoke their instructions to the East Boston ESOP trustee with respect to voting of the shares of Meridian common stock held in their East Boston ESOP account by submitting to the East Boston ESOP trustee a signed instruction card bearing a later date, provided that such new instruction card must be received by the East Boston ESOP trustee on or prior to the last date for submission of such instructions with respect to the Meridian special meeting designated in the separate voting instructions provided by the East Boston ESOP trustee.

 

Q.

What should Meridian stockholders do if they receive more than one set of voting materials?

 

A.

Meridian stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Meridian common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold these shares. If you are a holder of record of Meridian common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Meridian common stock and Independent common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Meridian common stock and/or Independent common stock that you own.

 

Q.

What do Meridian’s stockholders need to do now?

 

A.

After carefully reading and considering the information contained in this joint proxy statement/prospectus, Meridian’s stockholders are requested to complete and return their respective proxies as soon as possible. The Meridian proxy card will instruct the persons named on the Meridian proxy card to vote the Meridian stockholder’s shares of Meridian common stock at the Meridian special meeting as the stockholder directs. If a Meridian stockholder signs, dates and sends in a Meridian proxy card and does not indicate how the stockholder wishes to vote, the proxy will be voted “FOR” both of the Meridian special meeting proposals.

 

Q.

If I am a Meridian stockholder, who can help answer my questions?

 

A.

If you have any questions about the merger or the Meridian special meeting, or if you need additional copies of this joint proxy statement/prospectus or the enclosed Meridian proxy card, you should contact Meridian’s proxy solicitor at the following address or phone number:

EQ Proxy Services

275 Madison Avenue

34th Floor

New York, NY 10016

Toll-free number for stockholders: (833) 434-0273

Brokers, banks and other nominees: (516) 220-8356

Questions and Answers About the Special Meeting of Independent Shareholders

 

Q.

When and where will Independent’s shareholders meet?

 

A.

The Independent special meeting will be held at the Doubletree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts 02370 on August 5, 2021 at 3:00 p.m., Eastern Time.

 

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Even if you plan to attend the Independent special meeting, Independent recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

 

Q.

What matters are Independent’s shareholders being asked to approve at the Independent special meeting pursuant to this joint proxy statement/prospectus?

 

A.

At the Independent special meeting, Independent shareholders will be asked to consider and vote on the following proposals:

 

   

Independent Proposal 1: The Independent share issuance proposal; and

 

   

Independent Proposal 2: The Independent adjournment proposal.

In order to complete the merger, among other things, Independent shareholders must approve the Independent share issuance proposal. The approval of the Independent adjournment proposal is not a condition to the obligations of Independent or Meridian to complete the merger.

 

Q.

What does Independent’s board of directors recommend with respect to the two proposals?

 

A.

The Independent board of directors unanimously recommends that you vote “FOR” the Independent share issuance proposal and “FOR” the Independent adjournment proposal.

 

Q.

Who is eligible to vote at the Independent special meeting of shareholders?

 

A.

Only holders of record of Independent common stock at the close of business on June 17, 2021, which is the record date for the Independent special meeting of shareholders, are entitled to vote at the Independent special meeting.

 

Q.

How many votes must be represented in person or by proxy at the Independent special meeting to have a quorum?

 

A.

The holders of a majority of the shares of Independent common stock outstanding and entitled to vote at the Independent special meeting of shareholders, present in person or represented by proxy, will constitute a quorum at the Independent special meeting.

 

Q.

What vote by Independent’s shareholders is required to approve the Independent special meeting proposals?

 

A.

Independent Proposal 1: Independent share issuance proposal. Approval of the Independent share issuance proposal requires the affirmative vote of a majority of votes cast by Independent shareholders at the Independent special meeting. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the Independent share issuance proposal.

Independent Proposal 2: Independent adjournment proposal. Whether or not a quorum will be present at the meeting, approval of the Independent adjournment proposal requires the affirmative vote of a majority of the votes cast by Independent shareholders at the Independent special meeting. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the Independent adjournment proposal.

 

Q.

Are any Independent shareholders already committed to vote in favor of any of the Independent special meeting proposals?

 

A.

No, none of Independent’s shareholders have committed to vote any their shares of Independent common stock in favor of any of the Independent special meeting proposals.

 

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Q.

How may Independent’s shareholders vote their shares for the Independent special meeting proposals presented in this joint proxy statement/prospectus prior to the special meeting?

 

A.

Shares Held of Record: If you are a shareholder of record of Independent common stock as of the Independent record date, you may submit your proxy before the Independent special meeting in one of the following ways:

 

   

by signing the enclosed proxy card and mailing it in the enclosed, prepaid and addressed envelope;

 

   

by calling the toll-free number indicated on the accompanying proxy card and following the instructions; or

 

   

by accessing the web page indicated on the accompanying proxy card and following the on-screen instructions.

Proxies submitted by mail must be received by the close of business on August 4, 2021. Proxies submitted by telephone or through the Internet must be received by 8:00 a.m., Eastern Time, on August 5, 2021.

Shares Held in Brokerage Accounts: If you hold your shares of Independent common stock in street name (that is, you hold your shares of Independent common stock through a broker, bank or other holder of record), your bank, broker or other holder of record will forward proxy materials and voting instructions that you must follow in order to vote your shares of Independent common stock. You may receive more than one proxy card if your shares of Meridian common stock are registered in different names or are held in more than one account. A broker, bank or other holder of record will not be able to vote your shares at the Independent special meeting without first receiving instructions from you on how to vote.

Shares Held in the Independent 401(k) Plan: If you are a participant in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan (which we refer to as the Independent 401(k) Plan) and indirectly hold shares of Independent common stock through the Independent 401(k) Plan, you may vote any shares of Independent common stock held in your Independent 401(k) Plan account as of the Independent record date only by following the separate voting instructions provided by the Independent 401(k) Plan administrator.

 

Q.

Can I attend the Independent special meeting and vote my shares in person?

 

A.

Yes. All holders of common stock of Independent, including holders of record and holders who hold their shares through banks, brokers or any other holder of record, are invited to attend the Independent special meeting. Holders of record of Independent common stock can vote in person at the Independent special meeting. If you are not a holder or record (i.e., if your shares are held for you in “street name”), you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank, or other holder of record to be able to vote in person at the Independent special meeting. If you plan to attend the meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. Independent reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. Whether or not you intend to be present at the Independent special meeting, you are urged to sign, date and return your proxy card, or to vote via the Internet or by telehone promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting by ballot at the Independent special meeting.

Additional information on attending the Independent special meeting can be found under the section entitled “The Independent Special Meeting—Attending the Independent Special Meeting” on page 52.

 

Q.

May an Independent shareholder change its vote after submitting a proxy?

 

A.

Yes. An Independent shareholder may change a vote at any time before the Independent shareholder’s proxy is voted at the Independent special meeting. A proxy may be revoked by executing a later-dated proxy card or by attending the Independent special meeting and voting in person. An Independent shareholder executing an Independent proxy card may also revoke the proxy at any time before it is voted by giving

 

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  written notice revoking the proxy to Independent’s General Counsel and Corporate Secretary, by subsequently filing another Independent proxy card bearing a later date or by attending the Independent special meeting and voting in person. Attending the Independent special meeting will not automatically revoke an Independent shareholder’s prior submission of a proxy (by Internet, telephone or in writing). All written notices of revocation or other communications with respect to revocation of proxies should be addressed to:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

(781) 878-6100

Attention: Patricia M. Natale, Deputy General Counsel and Corporate Secretary

Participants in the Independent 401(k) Plan may revoke their instructions to the Independent 401(k) Plan administrator with respect to voting of the shares of Independent common stock held in their Independent 401(k) Plan account by submitting to the Independent 401(k) Plan administrator a signed instruction card bearing a later date, provided that such new instruction card must be received by the Independent 401(k) Plan administrator on or prior to the last date for submission of such instructions with respect to the Independent special meeting designated in the separate voting instructions provided by the Independent 401(k) Plan administrator.

 

Q.

What should Independent shareholders do if they receive more than one set of voting materials?

 

A.

Independent shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Independent common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold these shares. If you are a holder of record of Independent common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Meridian common stock and Independent common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Meridian common stock and/or Independent common stock that you own.

 

Q.

What do Independent shareholders need to do now?

 

A.

After carefully reading and considering the information contained in this joint proxy statement/prospectus, Independent’s shareholders are requested to complete and return their respective proxies as soon as possible.

The Independent proxy card will instruct the persons named on the Independent proxy card to vote the Independent shareholder’s shares of Independent common stock at the Independent special meeting as the shareholder directs. If an Independent shareholder signs, dates and sends in an Independent proxy card and does not indicate how the shareholder wishes to vote, the proxy will be voted “FOR” both of the Independent special meeting proposals.

 

Q.

If I am an Independent shareholder, who can help answer my questions?

 

A.

If you have any questions about the merger or the Independent special meeting, or if you need additional copies of this joint proxy statement/prospectus or the enclosed Independent proxy card, you should contact Independent’s proxy solicitor at the following address or phone number:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

1-800-868-1390

 

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SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. You should carefully read this entire document and all other documents to which this document refers to fully understand the merger and the related transactions. See “Where You Can Find More Information” beginning on page 142 of this document. Most items in this summary include a page reference directing you to a more complete description of those items.

Unless the context otherwise requires, throughout this document, “Independent” refers to Independent Bank Corp., “Meridian” refers to Meridian Bancorp, Inc., “Rockland Trust” refers to Rockland Trust Company, and “East Boston” refers to East Boston Savings Bank; and “we,” “us” and “our” refers to Independent and Meridian. Also, we refer to the merger between Independent and Meridian as the “merger,” and the Agreement and Plan of Merger, dated as of April 22, 2021, by and among Independent, Rockland Trust, Merger Sub, Meridian, and East Boston as the “merger agreement.”

Information About the Companies (see page 124)

Independent

Independent is a Massachusetts chartered bank holding company headquartered in Rockland, Massachusetts that was incorporated under Massachusetts law in 1985. Independent is the sole shareholder of Rockland Trust, a Massachusetts trust company chartered in 1907. Through its subsidiary, Rockland Trust, Independent offers a full range of banking services through a network of approximately 100 retail branches, commercial and residential lending centers, and investment management offices in eastern Massachusetts, including Greater Boston, the South Shore, Cape Cod and Islands, Worcester County, and Rhode Island.

At March 31, 2021, Independent had total consolidated assets of approximately $13.8 billion, net loans of approximately $9.1 billion, total deposits of approximately $11.6 billion, and total shareholders’ equity of approximately $1.7 billion.

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

(781) 878-6100

Meridian

Meridian is a Maryland corporation and a bank holding company headquartered in Peaboby, Massachusetts that was incorporated under Maryland law in 2014. Meridian is the sole shareholder of East Boston, a Massachusetts savings bank chartered in 1848. Through its subsidiary, East Boston, Meridian offers a full range of banking services through a network of approximately 42 branch offices, one mobile branch and three loan centers in the greater Boston metropolitan area.

At March 31, 2021, Meridian had total consolidated assets of approximately $6.5 billion, net loans of approximately $5.2 billion, total deposits of approximately $5.1 billion, and total stockholders’ equity of approximately $789.1 million.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of Independent, is a Maryland corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Meridian, with


 

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Meridian surviving as a direct, wholly owned subsidiary of Independent and the separate corporate existence of Merger Sub will cease.

Its principal executive office is located at c/o Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, and its telephone number is (781) 878-6100.

The Merger and the Merger Agreement (see pages 56 and 100)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Merger Sub will merge with and into Meridian, with Meridian as the surviving entity. As soon as reasonably practicable following the merger, the holdco merger will occur in which Meridian will merge with and into Independent, with Independent as the surviving entity. Immediately following the holdco merger, the bank merger will occur in which East Boston will merge with and into Rockland Trust, with Rockland Trust as the surviving bank. Following the merger, Meridian’s common stock will be delisted from NASDAQ, deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (see page 101)

Each share of Meridian common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Independent or Meridian, will be converted into the right to receive 0.275 of a share of Independent common stock. Meridian stockholders who would otherwise be entitled to a fraction of a share of Independent common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the volume-weighted average trading price per share of Independent common stock for the five consecutive trading days ending on the fifth trading day immediately preceding the closing date.

Independent common stock is listed on the NASDAQ under the symbol “INDB,” and Meridian common stock is listed on NASDAQ under the symbol “EBSB.” The following table shows the closing sale prices of Independent common stock and Meridian common stock as reported on the NASDAQ, as applicable, on April 22, 2021, the last trading day before the public announcement of the merger agreement, and on June 18, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Meridian common stock, which was calculated by multiplying the closing price of Meridian common stock on those dates by the exchange ratio of 0.275.

 

     Independent
Common
Stock
     Meridian
Common
Stock
     Implied Value
of One Share
of Meridian
Common Stock
 

April 22, 2021

   $         79.07      $     17.82      $         21.74  

June 18, 2021

   $ 75.46      $ 20.33      $ 20.75  

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 56 and “The Merger Agreement—Merger Consideration” beginning on page 101.

Treatment of Meridian Equity Awards (see page 102)

The merger agreement provides that Meridian equity awards that are outstanding immediately prior to the effective time will be treated as follows:


 

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Stock Options. Each stock option, whether vested or unvested, will fully vest and be cancelled at the effective time of the merger. On the closing date of the merger, East Boston or Meridian will pay to the holders of such stock options cash in an amount equal to the product of (i) the number of shares of Meridian common stock provided for in each such stock option, multiplied by (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price. Any stock option for which the exercise price per share of Meridian common stock provided for in such stock option exceeds the per share cash equivalent consideration will be cancelled at the effective time of the merger without payment. The cash payment will be paid within five business days after the closing date of the merger, without interest and less applicable withholding taxes. For purposes of the merger agreement, “per share cash equivalent consideration” means the product (rounded to the nearest cent) obtained by multiplying (i) the exchange ratio by (ii) the volume-weighted average trading price of a share of the Independent common stock on Nasdaq for the consecutive period of five full trading days ending on the day immediately preceding the closing date.

Restricted Stock Awards. Each share of restricted stock will fully vest at the effective time of the merger and be considered an outstanding share of Meridian common stock entitled to receive the merger consideration. The merger consideration will be issued within five business days after the closing date of the merger, without interest and less applicable withholding taxes.

Meridian’s Reasons for the Merger (see page 60)

The boards of directors of Meridian and East Boston have unanimously determined that the merger agreement and the merger are advisable and in the best interests of Meridian and its stockholders and East Boston. Accordingly, the boards of directors of Meridian and East Boston adopted and approved the merger agreement. The Meridian board of directors unanimously recommends that Meridian’s stockholders vote “FOR” the Meridian merger agreement proposal “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal. For a more detailed discussion of the Meridian board of directors’ recommendation, see “The Merger—Meridian’s Reasons for the Merger” beginning on page 60.

Opinion of Meridian’s Financial Advisor (see pages 62 and B-1)

At the April 22, 2021 meeting of the Meridian board of directors, representatives of Raymond James rendered Raymond James’ opinion, subsequently confirmed in writing and dated April 22, 2021, to the Meridian board (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the holders of Meridian’s outstanding common stock (other than shares of Meridian common stock issued and outstanding immediately prior to the effective time of the merger that are (i) held by Meridian as treasury stock or (ii) owned directly by Independent (other than, in the case of clause (ii), shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously collected), the “Exception Shares”) of the exchange ratio to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated April 22, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James, is attached as Annex B to this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Meridian board of directors (in its capacity as such) in connection with, and for purposes of, its consideration of the financial terms of the merger and its opinion only addresses whether the exchange ratio to be received by the holders of Meridian’s common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Meridian’s outstanding common stock (other than the Exception Shares). The opinion of


 

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Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby, the underlying business decision of Meridian to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Meridian, or the effect of any other transaction in which Meridian might engage. The description of the opinion is qualified in its entirety by reference to the full text of the opinion. Meridian shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger. Neither the Raymond James opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitute advice or a recommendation to the Meridian board of directors or any holder of Meridian common stock as to how the Meridian board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.

Interests of Meridian’s Directors and Executive Officers in the Merger (see page 88)

In considering the recommendation of the board of directors of Meridian, Meridian’s stockholders should be aware that the directors and executive officers of Meridian have interests in the merger and holdco merger that are different from, or in addition to, the interests of Meridian’s other stockholders generally. The board of directors of Meridian was aware of these interests and considered them, among other matters, in approving the merger agreement and related transactions.

These interests include:

 

   

employment agreement between Meridian, East Boston and Richard J. Gavegnano that provides for a cash severance payment if the executive’s employment is terminated without “cause” or he resigns for “good reason” following a change in control and during the term of the employment agreement;

 

   

change in control agreements between Meridian, East Boston and each of John A. Carroll, Executive Vice President and Chief Operating Officer of Meridian and East Boston, Kenneth R. Fisher, Executive Vice President, Treasurer and Chief Financial Officer of Meridian and East Boston, Edward J. Merritt, Executive Vice President for Business Development and Community Reinvestment of Meridian and East Boston, John Migliozzi, Executive Vice President, Real Estate Lending of Meridian and East Boston and with Frank P. Romano, Executive Vice President, Corporate Banking of Meridian and East Boston, that each provide for cash severance payments and continued non-taxable medical and dental insurance if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following a change in control and during the term of the change in control agreement;

 

   

interests under a Supplemental Executive Retirement Agreement with each of Messrs. Gavegnano and Merritt, which will be paid in a lump sum to Messrs. Gavegnano and Merritt in connection with the merger;

 

   

interests under a Supplemental Retirement Agreement with each of Messrs. Gambardella and Natalucci, which will be paid in a lump sum to Messrs. Gambardella and Natalucci in connection with their separation of service as of the closing date of the merger;

 

   

interests under a Non-Qualified Supplemental Employee Stock Ownership Plan which will be paid in a lump sum to Mr. Gavegnano in connection with the merger;

 

   

the termination, accelerated vesting and payment of all outstanding Meridian stock options in an amount equal to the per share cash equivalent consideration minus the exercise price of each option;

 

   

the acceleration of vesting of all outstanding Meridian restricted stock awards, which will be exchanged for the merger consideration;

 

   

a Consulting Agreement that Rockland Trust entered into with each of Messrs. Gavegnano, Romano and Merritt;


 

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An Offer Letter that Rockland Trust entered into with Mr. Migliozzi;

 

   

Independent will invite all of the independent directors serving on Meridian’s board of directors immediately prior to the merger to become members of a transition advisory board for two years following the closing; and

 

   

the rights of Meridian officers and directors under the merger agreement to continued indemnification coverage and continued coverage under directors’ and officers’ liability insurance policies.

For a more complete description of these interests, see “The Merger—Interests of Meridian’s Directors and Executive Officers in the Merger.”

Special Meeting of Meridian’s Stockholders; Vote Required (see page 44)

The Meridian special meeting will be held at 67 Prospect Street, Peabody, Massachusetts 01960 on August 5, 2021 at 11:00 a.m., Eastern Time. At the Meridian special meeting, Meridian stockholders will be asked to vote on the following matters:

 

   

the Meridian merger proposal;

 

   

the Meridian compensation proposal; and

 

   

the Meridian adjournment proposal.

You may vote at the Meridian special meeting if you owned shares of Meridian common stock at the close of business on June 17, 2021. As of June 17, 2021, there were 52,584,413 shares of Meridian common stock outstanding, of which approximately 3.55% were owned and entitled to be voted by Meridian directors and executive officers and their affiliates. Each of Meridian’s directors and executive officers who individually or jointly owns shares of Meridian common stock, acting solely in his or her capacity as a stockholder, has agreed to vote all of his or her Meridian common stock in favor of the Meridian merger agreement proposal.

The Meridian merger proposal will be approved if the holders of a majority of the shares of Meridian common stock outstanding and entitled to vote are voted in favor of such proposal. The Meridian compensation proposal and the Meridian adjournment proposal will be approved if a majority of the votes cast by Meridian stockholders at the Meridian special meeting are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Meridian special meeting via the Meridian special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Meridian merger proposal, it will have the same effect as a vote “AGAINST” the Meridian merger proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Meridian special meeting via the Meridian special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Meridian compensation proposal or the Meridian adjournment proposal, you will not be deemed to have cast a vote with respect to the Meridian compensation proposal or the Meridian adjournment proposal, as applicable, and it will have no effect on the applicable proposal.

Recommendation of Meridian’s Board of Directors (see pages 44 and 60)

Meridian’s board of directors has unanimously determined that the merger agreement and the merger are advisable to Meridian and its stockholders and, accordingly, unanimously recommends that Meridian’s stockholders vote “FOR” the Meridian merger proposal, “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal.


 

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Meridian’s Directors and Executive Officers Have Agreed to Vote in Favor of the Merger Agreement (see page 19)

On the record date of June 17, 2021, Meridian’s directors and executive officers individually or jointly owned an aggregate of 1,868,586 shares, or approximately 3.55% of the outstanding shares of Meridian common stock. Each of these directors and executive officers has agreed with Independent to vote his or her shares of Meridian common stock in favor of the merger agreement and the transactions it contemplates.

Non-Solicitation (see page 19)

Meridian has agreed that it will not solicit or encourage any inquiries or proposals regarding any acquisition proposals by third parties. Meridian may respond to unsolicited proposals in certain circumstances if required by Meridian’s board of directors’ fiduciary duties. Meridian must promptly notify Independent if it receives any acquisition proposals.

Independent’s Reasons for the Merger and Issuance of Shares of Independent Common Stock (see page 19)

The Independent board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement (including the mergers and the Independent share issuance) are advisable and fair to and in the best interests of Independent and its shareholders and has unanimously approved and adopted the merger agreement and the transactions contemplated by the merger agreement (including the mergers and the Independent share issuance). The Independent board of directors unanimously recommends that Independent shareholders vote “FOR” the Independent share issuance proposal and “FOR” the other proposals presented at the Independent special meeting. For a more detailed discussion of the Independent board of directors’ recommendation, see “The Merger—Independent’s Reasons for the Merger” beginning on page 71.

Opinion of Independent’s Financial Advisor (see pages 73 and C-1)

In connection with the merger, Independent’s financial advisor, Keefe, Bruyette & Woods, Inc., which is referred to in this document as KBW, delivered a written opinion, dated April 22, 2021, to the Independent board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Independent of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Independent board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Independent to engage in the merger or enter into the merger agreement or constitute a recommendation to the Independent board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Independent common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter.

Special Meeting of Independent’s Shareholders; Vote Required (see page 52)

The Independent special meeting will be held at the Doubletree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts 02370 on August 5, 2021 at 3:00 p.m., Eastern Time. At the Independent special meeting, Independent shareholders will be asked to vote on the following matters:

 

   

the Independent share issuance proposal; and

 

   

the Independent adjournment proposal.

You may vote at the Independent special meeting if you owned shares of Independent common stock at the close of business on June 17, 2021. As of June 17, 2021, there were 33,038,752 shares of Independent


 

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common stock outstanding, of which approximately 1.2% were owned and entitled to be voted by Independent directors and executive officers and their affiliates. We currently expect that Independent’s directors and executive officers will vote their shares in favor of the Independent share issuance proposal, although none of them has entered into any agreements obligating them to do so.

The Independent share issuance proposal and the Independent adjournment proposal will each be approved if a majority of the votes cast at the Independent special meeting are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Independent special meeting or fail to instruct your bank or broker how to vote with respect to the Independent share issuance proposal or the Independent adjournment proposal, you will not be deemed to have cast a vote with respect to the Independent share issuance proposal or the Independent adjournment proposal, as applicable, and it will have no effect on the applicable proposal.

Recommendation of Independent’s Board of Directors (see pages 51 and 71)

Independent’s board of directors has unanimously determined that the merger agreement and the merger are advisable to Independent and its shareholders and, accordingly, unanimously recommends that Independent’s shareholders vote “FOR” the Independent share issuance proposal and “FOR” the Independent adjournment proposal.

Expected Timing of the Merger

Independent and Meridian expect the merger to close in the fourth quarter of 2021. However, neither Independent nor Meridian can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Independent and Meridian must first obtain the approval of Independent shareholders and Meridian stockholders for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Complete the Merger (see page 115)

Each of Independent’s and Meridian’s obligations to complete the merger is subject to the satisfaction or waiver to the extent legally permitted of a number of mutual conditions, including:

 

   

the requisite Independent vote and the requisite Meridian vote having been obtained. See “The Merger Agreement—Stockholder Approval; Board Recommendations” beginning on page 112 for additional information regarding the “requisite Independent vote” and the “requisite Meridian vote”;

 

   

the receipt of all regulatory approvals, waivers, and consents (none of which shall contain a burdensome condition, as defined in the merger agreement), and the expiration of all statutory waiting periods required to complete the merger;

 

   

the effectiveness of the registration statement with respect to the Independent common stock to be issued in the merger under the Securities Act of 1933, as amended (which we refer to as the Securities Act), and the absence of any stop order or proceedings initiated or threatened by the SEC for that purpose;

 

   

the listing of the shares of Independent common stock issuable pursuant to the merger on NASDAQ, subject to official notice of issuance; and

 

   

the absence of any statute, regulation, rule, decree, injunction or other order in effect by any court or other governmental entity that prohibits completion of the transactions contemplated by the merger agreement.


 

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Each of Independent’s and Meridian’s obligations to complete the merger is also separately subject to the satisfaction or waiver (except for the condition set forth in the first bullet below, which may not be waived in any circumstance) of a number of conditions, including:

 

   

the receipt by the party of a legal opinion from its counsel with respect to certain U.S. federal income tax consequences of the merger;

 

   

the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect); and

 

   

the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect).

Termination of the Merger Agreement (see page 116)

Independent and Meridian may mutually agree at any time to terminate the merger agreement without completing the merger, even if Meridian stockholders have approved the merger. Also the merger agreement can be terminated in the following circumstances:

 

   

by either Independent or Meridian if its board of directors determines by a majority vote that any governmental entity that must grant a requisite regulatory approval has denied approval of the merger, the holdco merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the merger, the holdco merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

 

   

by either Independent or Meridian if the merger has not been completed on or before April 22, 2022 (the “end date”), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

 

   

by either Independent or Meridian (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Meridian, in the case of a termination by Independent, or Independent or Merger Sub, in the case of a termination by Meridian, which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within 30 days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the end date);

 

   

by Meridian, if prior to the approval by Independent shareholders of the Independent share issuance proposal, (i) Independent or the Independent board of directors (a) withholds, withdraws, modifies or qualifies the Independent recommendation in a manner adverse to Meridian, (b) fails to make the Independent board recommendation in this joint proxy statement/prospectus, (c) adopts, approves, recommends or endorses an acquisition proposal or publicly announces an intention to adopt, approve, recommend or endorse an acquisition proposal, (d) fails to publicly and without qualification


 

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(1) recommend against any acquisition proposal for Independent or (2) reaffirm the Independent board recommendation, in each case within ten Business Days (or such fewer number of days as remains prior to the Independent special meeting) after an acquisition proposal for Independent is made public or any request by Meridian, or (ii) Independent or the Independent board of directors breaches in any material respect its obligations relating to shareholder approval and the Independent board recommendation, see “Stockholder Approval; Board Recommendations” beginning on page 112 for additional information regarding the “recommendation change”;

 

   

by Independent, if prior to the approval by Independent shareholders of the Independent share issuance proposal, (i) Meridian or the Meridian board of directors (a) withholds, withdraws, modifies or qualifies the Meridian recommendation in a manner adverse to Independent, (b) fails to make the Meridian board recommendation in this joint proxy statement/prospectus, (c) adopts, approves, recommends or endorses an acquisition proposal or publicly announces an intention to adopt, approve, recommend or endorse an acquisition proposal, (d) fails to publicly and without qualification (1) recommend against any acquisition proposal for Meridian or (2) reaffirm the Meridian board recommendation, in each case within ten (10) Business Days (or such fewer number of days as remains prior to the Meridian special meeting) after an acquisition proposal for Meridian is made public or any request by Independent, or (ii) Meridian or the Meridian board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the Meridian board recommendation, see “Stockholder Approval; Board Recommendations” beginning on page 112 for additional information regarding the “recommendation change”;

 

   

by either Meridian or Independent (provided Independent is not in material breach of its obligations related to shareholder approval and the Independent board recommendation), if the approval of the Independent share issuance proposal is not obtained because of the failure to obtain the required vote at the Independent special meeting; or

 

   

by either Independent or Meridian (provided Meridian is not in material breach of its obligations related to stockholder approval and the Meridian board recommendation), if the approval of the Meridian merger proposal is not obtained because of the failure to obtain the required vote at the Meridian special meeting.

Neither Independent nor Meridian is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Independent common stock or Meridian common stock.

Termination Fees (see page 22)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of Independent’s or Meridian’s respective boards, Independent or Meridian may be required to pay a termination fee to the other equal to $44,145,000.

Regulatory Approvals Required to Complete the Merger (see page 22)

Completion of the transactions contemplated by the merger agreement is subject to regulatory approvals and/or waivers from the Board of Governors of the Federal Reserve System (which we refer to in this joint proxy statement/prospectus as the Federal Reserve Board), the Federal Deposit Insurance Corporation (which we refer to in this joint proxy statement/prospectus as the FDIC) and the Massachusetts Division of Banks. Additional regulatory submissions may be made to other regulatory agencies including, but not limited to, the Massachusetts Housing Partnership Fund and the Massachusetts Depositors Insurance Fund. Independent and Meridian have filed or will file all of the required applications and notices with regulatory authorities. Although we do not know


 

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of any reason why we would not be able to obtain the necessary regulatory approvals in a timely manner, we cannot be certain when or if we will receive them.

Material U.S. Federal Income Tax Consequences of the Merger and the Holdco Merger (see page 23)

The merger and the holdco merger, taken together, are intended to qualify, and the obligations of the parties to complete the merger are conditioned upon the receipt of a legal opinion from their respective counsel to the effect that the merger and the holdco merger, taken together, will qualify, as a reorganization within the meaning of Section 368 of the Code. Meridian’s stockholders generally will not recognize gain or loss with respect to the Independent common stock that they receive in the merger, except with respect to any cash they receive in lieu of receiving a fractional share of Independent common stock.

This tax treatment may not apply to all of Meridian’s stockholders. Determining the actual tax consequences of the merger and the holdco merger to Meridian stockholders can be complicated and will depend upon their particular circumstances. Meridian’s stockholders should consult their own tax advisors for a full understanding of the mergers’ tax consequences that are particular to each Meridian stockholder.

To review the tax consequences of the merger and the holdco merger to Meridian’s stockholders in greater detail, please see the section “Material U.S. Federal Income Tax Consequences of the Merger and the Holdco Merger” beginning on page 121.

Rights of Independent Shareholders Differ from Those of Meridian Stockholders (see page 23)

When the merger is completed, Meridian stockholders will receive Independent common stock as consideration in the merger and become Independent shareholders. The rights of Independent shareholders differ from the rights of Meridian stockholders in important ways. Many of these differences relate to provisions in Independent’s articles of organization and bylaws that differ from those of Meridian. See “Comparison of Rights of Shareholders of Independent and Stockholders of Meridian” beginning on page 127 for a summary of the material differences between the respective rights of Meridian and Independent stockholders.

Listing of Independent Common Stock; Delisting and Deregistration of Meridian Common Stock (see page 23)

The shares of Independent common stock to be issued in the merger will be listed for trading on the NASDAQ. Following the merger, shares of Independent common stock will continue to be traded on the NASDAQ. In addition, following the merger, Meridian common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

Accounting Treatment (see page 23)

The merger will be accounted for as an acquisition of Meridian by Independent under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

Dissenters’ Rights of Appraisal (see page  23)

Dissenters’ rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares in cash as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Dissenters’ rights are not available in all circumstances, and exceptions to these rights are provided under the Maryland General Corporation Law, as


 

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amended (which is referred to in this document as the MGCL), and the Massachusetts Business Corporation Act, as amended (which is referred to in this document as the MBCA). Under the provisions of the MGCL and the MBCA, neither Meridian stockholders nor Independent shareholders are entitled to dissenters’ rights in the merger.

Litigation Related to the Merger (see page 99)

On June 9, 2021, a complaint, captioned Shiva Stein v. Meridian Bancorp, Inc. et al., No. 1:21-cv-05116-MKV, was filed by a purported stockholder of Meridian in the U.S. District Court for the Southern District of New York. The complaint names Meridian and the Meridian board of directors. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger to the extent already implemented or awarding of rescissory damages, damages and an award of attorneys’ and experts’ fees. Meridian believes the claims asserted in the complaint are without merit.

On June 18, 2021, a complaint, captioned Matthew Whitfield v. Meridian Bancorp, Inc. et al., No. 1:21-cv-05405, was filed by a purported stockholder of Meridian in the U.S. District Court for the Southern District of New York. The complaint names Meridian, the Meridian board of directors and Independent. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger to the extent already implemented or awarding of rescissory damages, damages and an award of attorneys’ and experts’ fees. Meridian and Independent believe the claims asserted in the complaint are without merit.

There can be no assurances that additional complaints or demands will not be filed or made with respect to the merger. If additional similar complaints or demands are filed or made, absent new or different allegations that are material, neither Meridian nor Independent will necessarily announce them.

Risk Factors (see page 27)

In evaluating the merger agreement, the merger or the issuance of shares of Independent, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 27.


 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, earnings outlook, and business prospects of Independent, Meridian and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for forward-looking terminology such as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms.

The forward-looking statements involve certain assumptions, risks, and uncertainties. In particular, the ability of either Independent or Meridian to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. You are therefore cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed elsewhere in this joint proxy statement/prospectus under “Risk Factors”, as well as the following:

 

   

those risks and uncertainties Independent discusses or identifies in its public filings with the Securities and Exchange Commission (which is referred to in this document as the SEC);

 

   

those risks and uncertainties Meridian discusses or identifies in its public filings with the SEC;

 

   

the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;

 

   

the risk that Meridian’s stockholders may not adopt the merger agreement;

 

   

the risk that Independent’s shareholders may not approve the Independent share issuance;

 

   

the risk that the necessary regulatory approvals may not be obtained, may be delayed, or may be obtained subject to conditions that are not anticipated;

 

   

delays in closing the merger or other risks that any of the closing conditions to the merger may not be satisfied in a timely manner or at all;

 

   

the diversion of management’s time from existing business operations due to time spent related to the merger or integration efforts;

 

   

the risk that the businesses of Independent and Meridian will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

 

   

expected revenue and other synergies and cost savings from the merger may not be fully realized or realized within the expected time frame;

 

   

revenues following the merger may be lower than expected;

 

   

expenses related to the merger and costs following the merger may be higher than expected;

 

   

competitive pressure among financial services companies may increase significantly;

 

   

general economic or business conditions, either nationally, regionally, or in the markets in which Independent and Meridian do business, may be affected by unexpected material adverse changes or be less favorable than expected;

 

   

changes in the interest rate environment may reduce interest margins and impact funding sources;

 

   

changes in both companies’ businesses during the period between now and the completion of the merger may have adverse impacts on the combined company;


 

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changes in market rates and prices may adversely impact the value of financial products and assets;

 

   

deterioration in the credit markets may adversely impact either company or its business;

 

   

legislation or regulatory environments, requirements or changes, including changes in accounting methods, may adversely affect businesses in which either company is engaged;

 

   

the uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on Meridian, Independent and the proposed combination;

 

   

litigation in connection with the merger and litigation liabilities, including costs, expenses, settlements and judgments, that may adversely affect either company or its businesses;

 

   

deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than expected; and

 

   

other factors that may affect future results of Independent and Meridian.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Independent and Meridian claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Except as required by applicable law, neither Independent nor Meridian undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Independent and Meridian have filed with the SEC as described under “Where You Can Find More Information” beginning on page 142.

We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.


 

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” Meridian’s stockholders and Independent’s shareholders should carefully consider the following risks before deciding whether to vote for approval of the merger agreement. In addition, stockholders of Meridian should read and consider the risks associated with the business of Independent because these risks will relate to the combined company. Certain of these risks with respect to the business of Independent can be found in Independent’s annual report on Form 10-K for the fiscal year ended December 31, 2020, and quarterly report on Form 10-Q for the quarter ended March 31, 2021, which reports are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” beginning on page 143.

Risks Related to the Merger

Because the market price of Independent common stock will fluctuate, Meridian stockholders cannot be sure of the trading price of the stock portion of the merger consideration they will receive.

In the merger, each share of Meridian common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Independent or Meridian, will be converted into the right to receive 0.275 of a share of Independent common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Independent common stock or Meridian common stock. Changes in the price of Independent common stock between now and the time of the merger will affect the value that Meridian stockholders will receive in the merger. Neither Independent nor Meridian is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Independent common stock or Meridian common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Meridian’s and Independent’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Meridian, Independent and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations, many of which are beyond Meridian’s and Independent’s control. Therefore, at the time of the Independent special meeting and the Meridian special meeting, Independent shareholders and Meridian stockholders will not know the market value of the consideration that Meridian stockholders will receive at the effective time. You should obtain current market quotations for shares of Independent common stock and for shares of Meridian common stock.

The market price of Independent common stock after the merger may be affected by factors different from those currently affecting the shares of Meridian common stock or Independent common stock.

In the merger, Meridian stockholders will become Independent shareholders. Independent’s business differs from that of Meridian. Accordingly, the results of operations of Independent and the market price of Independent common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Independent and Meridian. For a discussion of the businesses of Independent and Meridian and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 142.

 

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The fairness opinions rendered to the boards of directors of Meridian and Independent by the parties’ respective financial advisors prior to the signing of the merger agreement do not reflect changes in events or circumstances occurring after the respective dates of the opinions.

The opinions of Raymond James, financial advisor to Meridian, and of KBW, financial advisor to Independent, were each delivered on and dated April 22, 2021. Neither opinion reflects changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of Meridian or Independent, changes in general market and economic conditions or other changes. Any of these changes may alter the relative value of Meridian or Independent or the prices of shares of Meridian common stock or Independent common stock by the time the merger is completed. The opinions do not speak as of the date the merger will be completed or as of any date other than the dates of the respective opinions. For a description of the opinion of Meridian’s financial advisor, please see “The Merger—Opinion of Meridian’s Financial Advisor.” For a description of the opinion of Independent’s financial advisor, please see “The Merger—Opinion of Independent’s Financial Advisor.”

Meridian will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Meridian and, consequently, on Independent. These uncertainties may impair Meridian’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that deal with Meridian to seek to change existing business relationships with Meridian. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with Independent. If key employees depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with Independent, Independent’s business following the merger could be harmed. In addition, the merger agreement restricts Meridian from taking certain actions without the consent of Independent until the merger occurs. These restrictions may prevent Meridian from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement – Conduct of Business Pending the Merger” of this joint proxy statement/prospectus for a description of the restrictive covenants to which Meridian is subject.

Independent may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Independent’s and Meridian’s businesses is more difficult than expected.

The success of the merger will depend, in part, on our ability to successfully combine the businesses of Independent and Meridian. Independent may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of Meridian or Independent may cause us to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect Independent, Meridian or both during the transition period, resulting in adverse effects on Independent following the merger. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated.

Some of the directors and executive officers of Meridian may have interests and arrangements that may have influenced their decisions to support and recommend that you approve the merger.

The interests of some of the directors and executive officers of Meridian may be different from those of Meridian stockholders, and certain directors and executive officers of Meridian may be participants in arrangements that are different from, or are in addition to, those of Meridian stockholders, including agreements in settlement of obligations to such officers under a pre-existing employment agreement and change in control agreements,

 

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employment or consulting agreements with Rockland Trust, service on a post-closing transition advisory board and provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of Meridian for events occurring before the merger. These interests are described in more detail in the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Meridian’s Executive Officers and Directors in the Merger” beginning on page 88.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of Independent and Meridian. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and the financial results of Independent or Meridian, or the business operations of Independent or Meridian are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of Independent and Meridian may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the Federal Reserve Board, the FDIC, the Massachusetts Division of Banks and/or other regulators may impose additional requirements on Independent or Meridian that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

Independent may be unable to retain Independent and/or Meridian personnel successfully after the merger is completed.

The success of the merger will depend in part on Independent’s ability to retain the talents and dedication of key employees currently employed by Independent and Meridian. It is possible that these employees may decide not to remain with Independent or Meridian, as applicable, while the merger is pending or with Independent after the merger is completed. If Independent and Meridian are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Independent and Meridian could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, Independent’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating Independent and Meridian to hiring suitable replacements, all of which may cause Independent’s business to suffer. In addition, Independent and Meridian may not be able to locate or retain suitable replacements for any key employees who leave either company.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus is preliminary and the actual purchase price as well as the actual financial condition and results of operations of Independent after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Independent’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflects adjustments, which are based upon preliminary estimates, to record the Meridian identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Meridian as of the date of the completion of the merger. Accordingly, the actual purchase price may vary significantly from the purchase price used in preparing the unaudited pro forma combined consolidated financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 34.

 

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Independent and Meridian are expected to incur significant costs related to the merger and integration.

Independent and Meridian have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, Independent will incur integration costs following the completion of the merger as Independent integrates the Meridian business, including facilities and systems consolidation costs and employment-related costs.

There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Independent and Meridian may also incur additional costs to maintain employee morale and to retain key employees. Independent and Meridian will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger Agreement—Fees and Expenses” beginning on page 118.

The merger agreement limits Meridian’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that limit Meridian’s ability to solicit, initiate, encourage or take any actions to facilitate competing third- party proposals to acquire all or substantially all of Meridian. These provisions, which include a $44,145,000 termination fee, payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of Meridian from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Meridian than it might otherwise have proposed to pay.

Regulatory approvals may not be received, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated.

Before the merger may be completed, certain approvals or consents must be obtained from the various bank regulatory and other authorities of the United States and the Commonwealth of Massachusetts. These governmental entities, including the Federal Reserve Board, the FDIC and the Massachusetts Division of Banks, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Independent and Meridian do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Independent following the merger, any of which might have a material adverse effect on Independent following the merger. Independent is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “Burdensome Condition” as defined in the merger agreement.

There can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals. For more information, see the section entitled “The Merger—Regulatory Approvals Required to Complete the Merger” of this joint proxy statement/prospectus beginning on page 96.

If the merger is not consummated by April 22, 2022, either Independent or Meridian may choose not to proceed with the merger.

Either Independent or Meridian may terminate the merger agreement if the merger has not been completed by April 22, 2022, unless the failure of the merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

 

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The shares of Independent common stock to be received by Meridian stockholders as a result of the merger will have different rights from the shares of Meridian common stock.

The rights associated with Meridian common stock are different from the rights associated with Independent common stock. See the section of this joint proxy statement/prospectus entitled “Comparison of Rights of Shareholders of Independent and Stockholders of Meridian” beginning on page 127 for a discussion of the different rights associated with Independent common stock.

Stockholders of Meridian will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

As a result of the merger, the percentage ownership of every Meridian stockholder in the combined company will be smaller than the Meridian stockholder’s percentage ownership of Meridian prior to the merger. Independent estimates that upon completion of the merger, current Meridian stockholders will own approximately 30% of the outstanding shares of Independent common stock, and current Independent shareholders will own approximately 70% of the outstanding shares of Independent common stock.

Failure to complete the merger could negatively impact the future business and financial results of Meridian.

If the merger is not completed, the ongoing business of Meridian may be adversely affected and Meridian will be subject to several risks, including the following:

 

   

Meridian may be required, under certain circumstances, to pay Independent a termination fee of $44,145,000 under the merger agreement;

 

   

Meridian will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;

 

   

under the merger agreement, Meridian is subject to certain restrictions on the conduct of its business prior to completion of the merger, which may adversely affect its ability to execute certain of its business strategies; and

 

   

matters relating to the merger may require substantial commitments of time and resources by Meridian’s management, which could otherwise have been devoted to other opportunities that may have been beneficial to Meridian as an independent company.

In addition, if the merger is not completed, Meridian may experience negative reactions from its customers and employees. Meridian also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Meridian to perform its obligations under the merger agreement. If the merger is not completed, Meridian cannot assure its stockholders that the risks described above will not materialize and will not materially affect the business and financial results of Meridian.

Meridian stockholders will not have dissenters’ rights in the merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the Maryland General Corporation Law, a stockholder may not dissent from a merger as to shares that are listed on a national securities exchange at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to vote upon the agreement of merger or consolidation.

Because Meridian common stock is listed on NASDAQ, a national securities exchange, and is expected to continue to be so listed on the record date, and because the merger otherwise satisfies the foregoing requirements

 

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of the Maryland General Corporation Law, holders of Meridian common stock will not be entitled to dissenters’ rights in the merger with respect to their shares of Meridian common stock.

Independent will be able to issue additional shares of its common stock in the future, which may adversely affect the market price of Independent common stock and dilute the holdings of existing shareholders.

In the future, Independent may issue additional shares of Independent common stock in connection with another acquisition, to increase its capital resources or if Independent’s or Rockland Trust’s capital ratios fall below or near the Basel III regulatory required minimums. Additional common stock offerings may dilute the holdings of Independent’s existing shareholders or reduce the market price of Independent common stock, or both. Independent may also issue shares of Independent preferred stock, which may be viewed as having adverse effects upon the holders of common stock.

Litigation related to the merger has been filed against Meridian, the Meridian board of directors and Independent, and additional litigation may be filed against Meridian and the Meridian board of directors and/or Independent and the Independent board of directors, which could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Independent and Meridian.

Litigation related to the merger has been filed against Meridian, the Meridian board of directors and Independent, and it is possible that additional litigation by stockholders of Meridian and/or shareholders of Independent may be filed against Meridian and the Meridian board of directors and/or Independent and the Independent board of directors in the future. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Independent or Meridian defendants from completing the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Independent and/or Meridian, including any cost associated with the indemnification of directors and officers of each company. Independent and Meridian may incur costs in connection with the defense or settlement of the shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Independent and Meridian and could prevent or delay the completion of the merger.

The COVID-19 pandemic’s impact on Independent’s business and operations following the completion of the merger is uncertain.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of Independent following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on Independent’s business, and there is no guarantee that efforts by Independent to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, Independent may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

 

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Risks Related to Independent’s Business

You should read and consider risk factors specific to Independent’s business (including those related to the COVID-19 pandemic) that will also affect Independent after the merger. These risks are described in the sections entitled “Risk Factors” in Independent’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 142 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Meridian’s Business

You should read and consider risk factors specific to Meridian’s business (including those related to the COVID-19 pandemic) that will also affect Independent following the completion of the merger. These risks are described in the sections entitled “Risk Factors” in Meridian’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 142 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION

Independent Selected Historical Financial and Operating Data

The following table provides summary historical consolidated financial condition data for Independent as of the end of each of the fiscal years in the five-year period ended December 31, 2020, and operating and per share data and operating ratios for each of the corresponding fiscal years and as of the end of each of the three months ended March 31, 2021 and March 31, 2020, and for the corresponding fiscal periods. The annual historical consolidated financial condition, operating and per share data and operating ratios have been derived in part from Independent’s audited financial statements and related notes incorporated by reference into this document. The historical consolidated financial condition, operating and per share data, and operating ratios as of the end of each of the three months ended March 31, 2021 and March 31, 2020 and for the corresponding fiscal periods have been derived from Independent’s unaudited financial statements and related notes incorporated by reference into this document and are not necessarily indicative of the results that may be expected for the full year. The following information is only a summary and you should read it in conjunction with Independent’s financial statements and related notes incorporated by reference into this document.

 

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    At or for the Three Months
Ended March 31,
    At or for the Year Ended December 31,  
    2021
(unaudited)
    2020
(unaudited)
    2020     2019     2018     2017     2016  
    (Dollars in Thousands, Except Per Share Data)  

FINANCIAL CONDITION DATA

             

Securities

  $ 1,431,430     $ 1,236,780     $ 1,162,317     $ 1,190,670     $ 1,075,223     $ 946,510     $ 851,524  

Loans

    9,246,691       8,916,430       9,392,866       8,873,639       6,906,194       6,355,553       5,999,605  

Allowance for credit losses

    (107,549     (92,736     (113,392     (67,740     (64,293     (60,643     (61,566

Goodwill and other intangibles

    527,894       533,672       529,313       535,492       271,355       241,147       231,374  

Total assets

    13,773,914       11,980,240       13,204,301       11,395,165       8,851,592       8,082,029       7,709,375  

Total deposits

    11,593,524       9,416,198       10,993,170       9,147,367       7,427,120       6,729,253       6,412,253  

Total borrowings

    176,387       545,985       181,060       303,103       258,707       323,698       335,474  

Stockholders’ equity

    1,715,371       1,679,656       1,702,685       1,708,143       1,073,490       943,809       864,690  

Nonperforming loans

    59,201       48,040       66,861       48,049       45,418       49,638       57,407  

Nonperforming assets

    59,201       48,040       66,861       48,049       45,418       50,250       61,580  

Shares outstanding

    33,024,882       33,260,005       32,965,692       34,377,388       28,080,408       27,450,190       27,005,813  

OPERATING DATA

             

Interest income

  $ 99,637     $ 107,380     $ 402,069     $ 447,014     $ 323,701     $ 277,194     $ 246,637  

Interest expense

    4,053       13,076       34,341       53,879       25,536       18,334       18,793  

Net interest income

    95,584       94,304       367,728       393,135       298,165       258,860       227,844  

Provision for credit losses

    (2,500     25,000       52,500       6,000       4,775       2,950       6,075  

Noninterest income

    25,246       26,435       111,440       115,294       88,505       82,994       82,428  

Noninterest expenses

    69,682       66,840       273,832       284,321       225,969       204,359       192,122  

Net income

    41,711       26,751       121,167       165,175       121,622       87,204       76,648  

PER SHARE DATA

             

Net income—basic

  $ 1.26     $ 0.78     $ 3.64     $ 5.03     $ 4.41     $ 3.19     $ 2.90  

Net income—diluted

    1.26       0.78       3.64       5.03       4.40       3.19       2.90  

Cash dividends declared

    0.48       0.46       1.84       1.76       1.52       1.28       1.16  

Book value

    51.94       50.50       51.65       46.69       38.23       34.38       32.02  

OPERATING RATIOS

             

Return on average assets

    1.26     0.94     0.96     1.52     1.46     1.11     1.04

Return on average common equity

    9.87     6.22     7.13     10.85     12.31     9.55     9.43

Net interest margin (on a fully tax equivalent basis)

    3.25     3.74     3.29     4.04     3.91     3.60     3.40

Equity to assets

    12.45     14.02     12.89     14.99     12.13     11.68     11.22

Dividend payout ratio

    36.35     56.54     50.21     32.25     33.03     39.04     38.76

ASSET QUALITY RATIOS

             

Nonperforming loans as a percent of gross loans

    0.64     0.54     0.71     0.54     0.66     0.78     0.96

Nonperforming assets as a percent of total assets

    0.43     0.40     0.51     0.42     0.51     0.62     0.80

Allowance for loan losses as a percent of total loans

    1.16     1.04     1.21     0.76     0.93     0.95     1.03

Allowance for loan losses as a percent of nonperforming loans

    181.67     192.29     169.59     140.98     141.56     122.17     107.24

CAPITAL RATIOS

             

Tier 1 leverage capital ratio

    9.63     10.74     9.56     11.28     10.69     10.04     9.77

Common equity tier 1 capital ratio

    13.16     11.95     12.67     12.86     11.92     11.20     10.82

Tier 1 risk-based capital ratio

    13.85     12.60     13.34     13.53     12.99     12.31     11.99

Total risk-based capital ratio

    15.61     14.13     15.13     14.83     14.45     13.82     13.60

Meridian Selected Historical Consolidated Financial Data

The following table provides summary historical consolidated financial condition data for Meridian as of the end of each of the fiscal years in the five-year period ended December 31, 2020, and operating and per share data and operating ratios for each of the corresponding fiscal years and as of the end of each of the three months ended March 31, 2021 and March 31, 2020, and for the corresponding fiscal periods. The annual historical consolidated financial condition, operating and per share data and operating ratios have been derived in part from Meridian’s

 

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audited financial statements and related notes incorporated by reference into this document. The historical consolidated financial condition, operating and per share data, and operating ratios as of the end of each of the three months ended March 31, 2021 and March 31, 2020 and for the corresponding fiscal periods have been derived from Meridian’s unaudited financial statements and related notes incorporated by reference into this document and are not necessarily indicative of the results that may be expected for the full year. The following information is only a summary and you should read it in conjunction with Meridian’s financial statements and related notes incorporated by reference into this document.

 

    At or for the Three Months
Ended March 31,
    At or for the Year Ended December 31,  
    2021
(unaudited)
    2020
(unaudited)
    2020     2019     2018     2017     2016  
    (Dollars in Thousands, Except Per Share Data)  

FINANCIAL CONDITION DATA

             

Securities, at fair value

  $ 10,518     $ 13,820     $ 23,515     $ 30,319     $ 30,596     $ 38,364     $ 67,663  

Loans, net of fees and costs

    5,287,431       5,690,801       5,512,629       5,747,862       5,646,634       4,667,983       3,938,817  

Loans, net

    5,223,995       5,639,855       5,443,805       5,697,540       5,593,403       4,622,798       3,898,668  

Allowance for credit losses

    (63,436     (50,946     (68,824     (50,322     (53,231     (45,185     (40,149

Goodwill and other intangibles

    21,926       22,383       22,029       22,501       23,031       22,881       13,687  

Total assets

    6,503,925       6,348,554       6,619,848       6,343,694       6,178,683       5,299,455       4,436,002  

Total deposits

    5,097,369       4,821,949       5,081,167       4,921,533       4,884,184       4,107,861       3,475,837  

Total borrowings

    560,625       745,873       708,245       636,245       586,880       513,444       322,512  

Stockholders’ equity

    789,084       719,621       768,885       726,587       674,654       646,399       607,297  

Nonperforming loans

    3,121       3,189       3,164       3,405       6,906       8,363       13,436  

Nonperforming assets

    3,121       3,189       3,164       3,405       6,906       8,363       13,436  

Shares outstanding

    52,430,554       52,402,395       52,415,061       53,377,506       53,541,429       54,039,316       53,596,105  

OPERATING DATA

             

Interest income

  $ 57,721     $ 66,018     $ 252,113     $ 266,103     $ 227,672     $ 185,104     $ 149,692  

Interest expense

    9,320       20,920       59,380       93,165       63,237       38,912       27,137  

Net interest income

    48,401       45,098       192,733       172,938       164,435       146,192       122,555  

Provision for credit losses

    (5,236     725       26,456       (2,561     7,848       4,859       7,180  

Noninterest income

    4,931       (831     17,266       13,313       9,003       23,064       14,190  

Noninterest expenses

    33,025       26,320       96,545       100,023       94,798       87,965       77,494  

Net income

    24,320       12,977       65,051       66,996       55,771       42,945       34,190  

PER SHARE DATA

             

Net income—basic

  $ 0.48     $ 0.26     $ 1.29     $ 1.31     $ 1.08     $ 0.84     $ 0.67  

Net income—diluted

    0.48       0.25       1.29       1.30       1.06       0.82       0.65  

Cash dividends declared

    0.10       0.08       0.32       0.29       0.22       0.17       0.12  

Book value

    15.05       13.73       14.67       13.61       12.60       11.96       11.33  

OPERATING RATIOS

             

Return on average assets

    1.46     0.82     1.01     1.06     0.99     0.89     0.87

Return on average common equity

    12.45     7.09     8.76     9.56     8.36     6.82     5.77

Net interest margin (on a fully tax equivalent basis)

    3.07     2.99     3.07     2.81     2.99     3.12     3.20

Equity to assets

    12.13     11.34     11.61     11.45     10.92     12.20     13.69

Dividend payout ratio

    16.48     32.90     24.64     22.05     20.24     20.26     17.91

ASSET QUALITY RATIOS

             

Nonperforming loans as a percent
of gross loans

    0.06     0.06     0.06     0.06     0.12     0.18     0.34

Nonperforming assets as a percent
of total assets

    0.05     0.05     0.05     0.05     0.11     0.16     0.30

Allowance for loan losses as a percent of total loans

    1.20     0.89     1.25     0.87     0.94     0.97     1.02

Allowance for loan losses as a percent of nonperforming loans

    2032.55     1597.55     2175.22     1477.89     770.79     540.30     298.82

CAPITAL RATIOS

             

Tier 1 leverage capital ratio

    11.60     11.10     11.59     N/A       N/A       N/A       N/A  

Common equity tier 1 capital ratio

    N/A       N/A       N/A       11.77     11.04     12.67     13.95

Tier 1 risk-based capital ratio

    N/A       N/A       N/A       11.77     11.04     12.67     13.95

Total risk-based capital ratio

    N/A       N/A       N/A       12.62     11.94     13.60     14.95

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements is based on the historical financial statements of Independent and Meridian and has been prepared to illustrate the financial effect of the merger of Meridian with and into Independent. The following unaudited pro forma condensed combined financial statements combines the historical consolidated financial position and results of operations of Independent and its subsidiaries and Meridian and its subsidiaries, as an acquisition by Independent of Meridian using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Meridian will be recorded by Independent at their respective fair values as of the date the merger is completed.

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on March 31, 2021. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2021 and the year ended December 31, 2020 give effect to the transaction as if the transaction had become effective at January 1, 2020.

These unaudited pro forma condensed combined financial statements reflect the merger of Meridian with and into Independent based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma combined condensed consolidated financial statements has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Independent, which have been separately filed by Independent with the SEC and are incorporated by reference in this joint proxy statement/prospectus, and Meridian, which have been separately filed by Meridian with the SEC and are incorporated by reference in this joint proxy statement/prospectus.

 

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INDEPENDENT BANK CORP.

CONSOLIDATED PRO FORMA STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands)

 

     March 31, 2021  
     Independent
Historical
    Meridian
Historical
    Adjustments
(1)(2)
   
Pro Forma
 

Assets

        

Cash and short term investments

   $ 1,769,339     $ 1,034,107     $ (15,226 )(3)    $ 2,788,220  

Securities

     1,431,430       19,418       —         1,450,848  

Loans, net of deferred fees and costs

     9,246,691       5,287,431       486 (4)      14,534,608  

Allowance for credit losses

     (107,549     (63,436     (48,287 )(5)      (219,272

Bank premises and equipment

     115,945       65,394       (15,600 )(6)      165,739  

Goodwill

     506,206       20,378       428,588 (7)      955,172  

Identifiable intangible assets

     21,689       1,548       8,077 (8)      31,314  

Other assets

     790,163       139,085       31,178 (9)      960,426  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

   $ 13,773,914     $ 6,503,925     $ 389,216     $ 20,667,055  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Deposits

   $ 11,593,524     $ 5,097,369     $ 5,339 (10)    $ 16,696,232  

Borrowings

     176,387       560,625       24,285 (11)      761,297  

Other liabilities

     288,632       56,847       —         345,479  

Stockholders’ equity

     1,715,371       789,084       359,592 (12)      2,864,047  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 13,773,914     $ 6,503,925     $ 389,216     $ 20,667,055  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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INDEPENDENT BANK CORP.

CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

 

     Year Ended December 31, 2020  
     Independent
Historical
     Meridian
Historical
     Adjustments
(1)(2)
    Pro Forma  

INTEREST INCOME

          

Interest on Fed Funds Sold and Short Term Investments

   $ 847      $ 3,268        —       $ 4,115  

Interest and Dividends on Securities

     30,168        846        —         31,014  

Interest on Loans

     371,054        247,999        97 (14)      619,150  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Interest Income

     402,069        252,113        97       654,279  
  

 

 

    

 

 

    

 

 

   

 

 

 

INTEREST EXPENSE

          

Interest on Deposits

     27,333        42,989        (5,339 )(15)      64,983  

Interest on Borrowed Funds

     7,008        16,391        (10,559 )(16)      12,840  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Interest Expense

     34,341        59,380        (15,897     77,824  
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Interest Income

     367,728        192,733        15,995       576,456  

Less—Provision (credit) for Loan Losses

     52,500        26,456        67,034 (17)      145,990  
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Interest Income after Provision for Loan Losses

     315,228        166,277        (51,039     430,466  
  

 

 

    

 

 

    

 

 

   

 

 

 

NONINTEREST INCOME

          

Deposit account fees

     15,121        8,593        —         23,714  

Interchange and ATM Fees

     15,834        —          —         15,834  

Investment Management

     29,432        —          —         29,432  

Mortgage Banking Income

     18,948        1,961        —         20,909  

Increase in Cash Surrender Value of Life Insurance Policies

     5,362        —          —         5,362  

Other Noninterest Income

     26,743        6,712        —         33,455  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Noninterest Income

     111,440        17,266        —         128,706  
  

 

 

    

 

 

    

 

 

   

 

 

 

NONINTEREST EXPENSE

          

Salaries and Employee Benefits

     152,460        57,902        —         210,362  

Occupancy and Equipment Expenses

     37,050        15,230        438 (18)      52,718  

Data Processing and Facilities Management

     6,265        8,671        —         14,936  

FDIC Assessment

     2,522        2,371        —         4,893  

Other Noninterest Expense

     75,535        12,371        (1,750 )(19)      86,156  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Noninterest Expense

     273,832        96,545        (1,312     369,065  
  

 

 

    

 

 

    

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     152,836        86,998        (49,727     190,107  

PROVISION FOR INCOME TAXES

     31,669        21,947        (13,983 )(20)      39,633  
  

 

 

    

 

 

    

 

 

   

 

 

 

NET INCOME

   $ 121,167      $ 65,051        (35,744   $ 150,474  
  

 

 

    

 

 

    

 

 

   

 

 

 

BASIC EARNINGS PER SHARE

   $ 3.64      $ 1.29        —       $ 3.17  

DILUTED EARNINGS PER SHARE

   $ 3.64      $ 1.29        —       $ 3.17  

BASIC AVERAGE SHARES

     33,259,643        50,283,704        (36,100,786     47,442,561  

DILUTED AVERAGE SHARES

     33,285,289        50,418,169        (36,235,251     47,468,207  

 

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INDEPENDENT BANK CORP.

CONSOLIDATED PRO FORMA STATEMENTS OF INCOME (Unaudited)

(in thousands, except for share data)

 

     Three Months Ended March 31, 2021  
     Independent
Historical
    Meridian
Historical
    Adjustments
(1)(2)
   
Pro Forma
 

INTEREST INCOME

        

Interest on Fed Funds Sold and Short Term Investments

   $ 326     $ 370     $ —         696  

Interest and Dividends on Securities

     6,632       189       —         6,821  

Interest on Loans

     92,679       57,162       24 (14)      149,865  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Interest Income

     99,637       57,721       24       157,382  
  

 

 

   

 

 

   

 

 

   

 

 

 

INTEREST EXPENSE

        

Interest on Deposits

     2,711       5,729       (15)      8,440  

Interest on Borrowed Funds

     1,342       3,591       (2,640 )(16)      2,293  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Interest Expense

     4,053       9,320       (2,640     10,733  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Interest Income

     95,584       48,401       2,664       146,649  

Less—Provision (credit) for Loan Losses

     (2,500     (5,236     (17)      (7,736
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Interest Income after Provision for Loan Losses

     98,084       53,637       2,664       154,385  
  

 

 

   

 

 

   

 

 

   

 

 

 

NONINTEREST INCOME

        

Deposit account fees

     3,584       2,199       —         5,783  

Interchange and ATM Fees

     2,720       —         —         2,720  

Investment Management

     8,304       —         —         8,304  

Mortgage Banking Income

     5,740       582       —         6,322  

Increase in Cash Surrender Value of Life Insurance Policies

     1,323       —         —         1,323  

Other Noninterest Income

     3,575       2,150       —         5,725  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Noninterest Income

     25,246       4,931       —         30,177  
  

 

 

   

 

 

   

 

 

   

 

 

 

NONINTEREST EXPENSE

        

Salaries and Employee Benefits

     39,889       15,516       —         55,405  

Occupancy and Equipment Expenses

     9,273       4,231       109 (18)      13,613  

Data Processing and Facilities Management

     1,665       2,241       —         3,906  

FDIC Assessment

     1,050       513       —         1,563  

Other Noninterest Expense

     17,805       3,042       (416 )(19)      20,432  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Noninterest Expense

     69,682       25,543       (306     94,919  
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     53,648       33,025       2,970       89,643  

PROVISION FOR INCOME TAXES

     11,937       8,705       (835 )(20)      19,807  
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

   $ 41,711     $ 24,320     $ 2,135     $ 69,836  
  

 

 

   

 

 

   

 

 

   

 

 

 

BASIC EARNINGS PER SHARE

   $ 1.26     $ 0.48     $ —       $ 1.48  

DILUTED EARNINGS PER SHARE

   $ 1.26     $ 0.48     $ —       $ 1.48  

BASIC AVERAGE SHARES

     32,995,332       50,239,611       (36,056,693     47,178,250  

DILUTED AVERAGE SHARES

     33,025,430       50,565,459       (36,382,541     47,208,348  

 

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Notes to Pro Forma Combined Condensed Consolidated Financial Statements (Unaudited)

 

1.

Estimated merger costs of $50.4 million (net of $13.7 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both Independent and Meridian are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows:

 

Change in control contract and severance contracts

   $ 20,813  

Vendor and system contracts Terminations

     6,532  

Facilities terminations

     10,316  

Professional and legal fees

     17,800  

Other acquisition related expenses

     8,666  
  

 

 

 

Pre-tax merger costs

     64,127  

Taxes

     13,730  
  

 

 

 

Total merger costs

   $ 50,397  
  

 

 

 

 

2.

Estimated expenses of approximately $32.1 million (based on the stock price of $84.19 as of March 31, 2021) associated with the termination and final allocation of Meridian’s employee stock ownership plan (“ESOP”) are excluded from the pro forma financial statements. The estimated expenses will be recognized, with an equal offsetting benefit to unearned compensation and additional paid in capital within equity. The tax benefit of this expense is estimated to be approximately $2.8 million and is reflected in the balance sheet as increase to capital and other assets accordingly.

 

3.

Represents cash paid for stock options.

 

4.

Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the allowance for credit losses gross-up for estimate of lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases.

 

5.

Adjustments to the allowance for credit losses include the following:

 

Reversal of historical Meridian’s allowance for credit losses

   $ 63,436  

Increase in allowance for credit losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases

     (44,689

Provision for estimate of lifetime credit losses on non-PCD loans and leases

     (67,034
  

 

 

 
   $ (48,287
  

 

 

 

 

6.

Adjustment to reflect bank premises and equipment values to their estimated fair value.

 

7.

Adjustment to eliminate historical Meridian goodwill of $20.4 million and to establish $449.0 of goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.

 

8.

Adjustment to reflect approximately $9.6 million of core deposit intangibles at the preliminary estimated fair value and eliminate Meridian’s intangible assets.

 

9.

Adjustment to net deferred tax assets due to the business combination.

 

10.

Adjustment to reflect the preliminary estimate of fair value on time deposits.

 

11.

Calculated to reflect the fair value adjustment of borrowings at current market rates.

 

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12.

Adjustments to stockholders’ equity:

 

To eliminate Meridian’s stockholders’ equity

   $ (789,084

To reflect issuance of Independent common stock in the merger

     1,194,060  

Adjustment to record provision for credit losses on non-PCD acquired loans and leases

     (48,184

To reflect the tax benefit associated with the ESOP termination expenses

     2,800  
  

 

 

 
   $ 359,592  
  

 

 

 

 

13.

Adjustment to eliminate shares of Meridian common stock outstanding, reduced for shares surrendered to extinguish the outstanding ESOP loan, and to record shares of Independent common stock outstanding using an exchange ratio of 0.275.

 

14.

Adjustment reflects the yield adjustment for interest income on loans.

 

15.

Adjustment reflects the yield adjustment for interest expense on deposits.

 

16.

Adjustment reflects the yield adjustment for interest expense on borrowings.

 

17.

Adjustment to record provision for credit losses on non-PCD acquired loans and leases.

 

18.

Adjustment reflects the estimated net increase associated with the fair value adjustment for the acquired bank premises and equipment.

 

19.

Adjustment reflects the net increase in amortization of other intangible assets for the acquired other intangible assets.

 

20.

Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 28.12%.

Unaudited Comparative Per Share Data

The table that follows presents, for both Independent and Meridian, historical information with respect to earnings, dividends and book value on a per share basis. The table also presents preliminary pro forma information for both companies on a per share basis.

The unaudited pro forma combined per share data set forth below gives effect to the merger as if it had occurred on January 1, 2020, the beginning of the earliest period presented, in the case of continuing net income per share data, and as of March 31, 2021, in the case of book value per share data, assuming that each outstanding share of Meridian common stock had been converted into shares of Independent common stock based on the exchange ratio of 0.275 shares of Independent common stock for each share of Meridian common stock. The unaudited pro forma combined per share data has been derived from the unaudited interim consolidated financial statements for each of Independent and Meridian as of and for the three months ended March 31, 2021 and the audited consolidated financial statements for each of Independent and Meridian as of and for the year ended December 31, 2020.

The preliminary pro forma equivalent per share information shown for Meridian in the following table was obtained by multiplying the pro forma per share amounts shown for Independent by the exchange ratio of 0.275. The actual number of shares to be issued by Independent in the merger will also depend on the number of shares of Meridian common stock outstanding immediately prior to the effective date of the merger.

The preliminary pro forma financial information includes estimated adjustments to record Meridian’s assets and liabilities at their respective fair values based on Independent’s management’s best estimate using the information available at this time. The preliminary pro forma adjustments may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after the completion of a final analysis to determine

 

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the fair values of Meridian’s tangible and identifiable intangible assets and liabilities as of the closing date. The final purchase price adjustments may differ materially from the preliminary pro forma adjustments. Increases or decreases in the fair value of certain balance sheet amounts and other items of Meridian as compared to the information presented in this document may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of adjusted assets and liabilities.

It is anticipated that the merger will provide Independent with financial benefits, such as possible expense efficiencies and revenue enhancements, among other factors, although no assurances can be given that these benefits will actually be achieved. The impact of these benefits has not been reflected in the preliminary pro forma financial information. As required, the preliminary pro forma financial information includes adjustments that give effect to events that are directly attributable to the merger and factually supportable. As a result, any planned adjustments affecting the balance sheet, income statement, or shares of common stock outstanding subsequent to the assumed completion date of the merger have not been included.

The preliminary pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the merger actually been completed as of or at the beginning of each period presented nor does it indicate future results for any interim or full-year period.

The information in the following table is derived from and should be read in conjunction with the historical consolidated financial statements and the notes thereto for Independent contained in this proxy statement/prospectus or incorporated into this document by reference.

Summary Financial Information

 

     At or for the
Year Ended
December 31,
2020
     At or for the
Three Months
Ended March 31,
2021
 

Book value per share:

     

Independent historical

   $ 51.65      $ 51.94  

Meridian historical

     14.67        15.05  

Pro forma combined

     60.05        60.67  

Meridian pro forma equivalent

     16.51        16.68  

Tangible book value per share:

     

Independent historical

   $ 35.59      $ 35.96  

Meridian historical

     14.25        14.63  

Pro forma combined

     39.09        39.77  

Meridian pro forma equivalent

     10.75        10.94  

Cash dividends declared per share:

     

Independent historical

   $ 1.84      $ 0.48  

Meridian historical

     0.32        0.10  

Pro forma combined

     1.84        0.48  

Meridian pro forma equivalent

     0.51        0.13  

Basic net income per share:

     

Independent historical

   $ 3.64      $ 1.26  

Meridian historical

     1.29        0.48  

Pro forma combined

     3.17        1.48  

Meridian pro forma equivalent

     0.87        0.41  

Diluted net income per share:

     

Independent historical

   $ 3.64      $ 1.26  

Meridian historical

     1.29        0.48  

Pro forma combined

     3.17        1.48  

Meridian pro forma equivalent

     0.87        0.41  

Exchange Ratio

       0.275          0.275  

 

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THE SPECIAL MEETING OF MERIDIAN STOCKHOLDERS

This section contains information for Meridian stockholders about the special meeting that Meridian has called to allow Meridian stockholders to consider and vote on the Meridian merger proposal and other related matters. This joint proxy statement/prospectus is accompanied by a notice of the Meridian special meeting, and a form of proxy card that the Meridian board of directors is soliciting for use by Meridian stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meridian Special Meeting

The Meridian special meeting will be held at 67 Prospect Street, Peabody, Massachusetts 01960 on August 5, 2021 at 11:00 a.m., Eastern Time.

Purpose of the Meridian Special Meeting

At the Meridian special meeting, Meridian stockholders will be asked to consider and vote upon the following proposals:

 

   

the Meridian merger proposal;

 

   

the Meridian compensation proposal; and

 

   

the Meridian adjournment proposal.

Recommendation of Meridian’s Board of Directors

The Meridian board of directors recommends that you vote “FOR” the Meridian merger proposal, “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal. See “The Merger—Meridian’s Reasons for the Merger” beginning on page 60 for a more detailed discussion of the Meridian board of directors’ recommendation.

Record Date; Shares Entitled to Vote

Meridian stockholders are entitled to vote if the records of Meridian show that they held shares of Meridian common stock as of the close of business on June 17, 2021. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, 52,584,413 shares of Meridian common stock were outstanding. Each share of Meridian common stock has one vote on each matter presented to Meridian stockholders. If you are a beneficial owner of shares of Meridian common stock held in “street name” and you want to vote your shares in person at the Meridian special meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum

Meridian will have a quorum and will be able to conduct the business of the Meridian special meeting only if a majority of the shares of Meridian common stock outstanding and entitled to vote is represented in person or by proxy at the Meridian special meeting. If you return a valid proxy card or attend the Meridian meeting in person, your shares will be counted for determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Meridian common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

 

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Vote Required; Treatment of Abstentions and Failure to Vote

Meridian merger proposal:

 

   

Vote required: Approval of the Meridian share issuance proposal requires the affirmative vote of the holders of a majority of the shares of common stock outstanding and eligible to vote by Meridian stockholders at the Meridian special meeting. Approval of the Meridian merger proposal is a condition to the completion of the merger.

 

   

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Meridian special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Meridian share issuance proposal, such action will have the same effect as a vote against the Meridian merger proposal.

Meridian compensation proposal:

 

   

Vote required: Whether or not a quorum will be present at the meeting, approval of the Meridian compensation proposal requires the affirmative vote of a majority of the votes cast by Meridian stockholders at the Meridian special meeting. Approval of the Meridian compensation proposal is not a condition to the completion of the merger.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Meridian special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Meridian compensation proposal, you will not be deemed to have cast a vote with respect to the Meridian compensation proposal and it will have no effect on the Meridian compensation proposal.

Meridian adjournment proposal:

 

   

Vote required: Whether or not a quorum will be present at the meeting, approval of the Meridian adjournment proposal requires the affirmative vote of a majority of the votes cast by Meridian stockholders at the Meridian special meeting. Approval of the Meridian adjournment proposal is not a condition to the completion of the merger.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Meridian special meeting via the Meridian special meeting website, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Meridian adjournment proposal, you will not be deemed to have cast a vote with respect to the Meridian adjournment proposal and it will have no effect on the Meridian adjournment proposal.

Attending the Meridian Special Meeting

Subject to space availability, all Meridian stockholders as of the record date, or their duly appointed proxies, may attend the Meridian special meeting. Since seating is limited, admission to the Meridian special meeting will be on a first-come, first-served basis.

If you hold your shares of Meridian common stock in your name as a stockholder of record and you wish to attend the Meridian special meeting, please bring evidence of your stock ownership, such as your most recent account statement, to the Meridian special meeting. You should also bring a valid picture identification.

If your shares of Meridian common stock are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Meridian special meeting, you must obtain a legal

 

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proxy from the bank, broker or other holder of record and you will need to bring a copy of a bank or brokerage statement to the Meridian special meeting reflecting your stock ownership as of the record date. You should also bring a valid picture identification.

Voting of Proxies

Meridian stockholders may vote in person at the Meridian special meeting or by proxy. To ensure your representation at the Meridian special meeting, Meridian recommends that you vote by proxy even if you plan to attend the Meridian special meeting in person. You can always change your vote at the Meridian special meeting if you have already voted by proxy.

Meridian stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet. If your shares are held in “street name” and you wish to vote in person at the special meeting, you will have to obtain a “legal proxy” from your record holder entitling you to vote at the Meridian special meeting.

Voting instructions are included on your Meridian proxy form. If you properly complete and timely submit your Meridian proxy, your shares will be voted as you have directed. If you are the record holder of your shares of Meridian common stock and submit your Meridian proxy without specifying a voting instruction, your shares of Meridian common stock will be voted “FOR” the Meridian merger proposal, “FOR” the Meridian compensation proposal and “FOR” the Meridian adjournment proposal. If you return an incomplete instruction card to your broker, bank or other nominee, that nominee will not vote your shares with respect to any matter.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Meridian stockholders residing at the same address, unless such Meridian stockholders have notified Meridian of their desire to receive multiple copies of the joint proxy statement/prospectus.

Meridian will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Meridian stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Meridian’s proxy solicitor, EQ Proxy Services, by calling toll-free at 1–(833) 434-0273.

How to Revoke Your Proxy

Meridian stockholders may revoke their proxy at any time before it is voted by:

 

   

filing with the Corporate Secretary of Meridian a duly executed revocation of proxy;

 

   

submitting a new executed proxy with a later date; or

 

   

voting in person at the Meridian special meeting.

Attendance at the Meridian special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Meridian Bancorp, Inc.

67 Prospect Street

Peabody, Massachusetts 01960

Attention: Edward J. Merritt, Corporate Secretary

 

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Other Matters to Come Before the Meridian Special Meeting

Meridian management knows of no other business to be presented at the Meridian special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Meridian board of directors’ recommendations.

Proxy Solicitation

Meridian is soliciting your proxy. Meridian will pay for this proxy solicitation. In addition to soliciting proxies by mail, EQ Proxy Services, a proxy solicitation firm, will assist Meridian in soliciting proxies for the Meridian special meeting. Meridian will pay EQ Proxy Services $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Additionally, directors, officers and employees of Meridian and East Boston may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Meridian will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

 

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PROPOSAL NO. 1

MERIDIAN MERGER AGREEMENT PROPOSAL

Meridian is asking its stockholders to approve and adopt the merger agreement, and to approve the merger. Meridian stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A .

After careful consideration, the Meridian board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Meridian and its stockholders and unanimously approved and adopted the merger agreement, the mergers and the other transactions contemplated by the merger agreement. See “The Merger—Meridian’s Reasons for the Merger” beginning on page 60 for a more detailed discussion of the Meridian board of directors’ recommendation.

Approval of the Meridian merger proposal requires the presence of a quorum and the affirmative vote of the holders a majority of the common stock outstanding and entitled to vote. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

The Meridian board of directors unanimously recommends a vote “FOR” the Meridian merger proposal.

 

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PROPOSAL NO. 2

MERIDIAN COMPENSATION PROPOSAL

As required by Item 402(t) of Regulation S-K and Regulation 14A of the Securities Exchange Act of 1934, as amended, Meridian is providing its stockholders with the opportunity to cast an advisory, non-binding vote on the compensation that may become payable to its named executive officers in connection with the completion of the merger, as disclosed in the section of this joint proxy statement/prospectus captioned “The Merger—Interests of Meridian’s Executive Officers and Directors in the Merger,” beginning on page 88 of this joint proxy statement/prospectus, and the related table and narratives.

Meridian believes that the information regarding compensation that may become payable to its named executive officers in connection with the completion of the merger is reasonable and demonstrates that Meridian’s executive compensation program was designed appropriately and structured to ensure the retention of talented executives and a strong alignment with the long-term interests of Meridian’s stockholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation that may become payable to Meridian’s named executive officers in connection with the completion of the merger. In addition, this vote is separate and independent from the vote of stockholders to approve the Meridian merger proposal.

Meridian asks that its stockholders vote “FOR” the following resolution:

RESOLVED, that the compensation that may become payable to Meridian’s named executive officers in connection with the completion of the merger, as disclosed in the section captioned “The Merger—Interests of Meridian’s Executive Officers and Directors in the Merger,” (beginning on page 88 of this joint proxy statement/prospectus and the related tables and narrative, is hereby APPROVED.

Approval of this proposal is not a condition to the completion of the merger. Additionally, this vote is advisory and, therefore, it will not be binding on Meridian, nor will it overrule any prior decision or require Meridian’s board of directors (or any committee thereof) to take any action. Accordingly, the merger-related compensation will be paid to Meridian’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Meridian stockholders do not approve the proposals to approve the merger-related executive compensation.

Approval of the Meridian compensation proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

Meridian’s board of directors unanimously recommends that Meridian stockholders vote “FOR” the approval of the Meridian compensation proposal.

 

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PROPOSAL NO. 3

MERIDIAN ADJOURNMENT PROPOSAL

Meridian is submitting a proposal for consideration at the Meridian special meeting to authorize the named proxies to authorize the board of directors of Meridian to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Meridian merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Meridian stockholders. Even though a quorum may be present at the Meridian special meeting, it is possible that Meridian may not have received sufficient votes to approve the Meridian merger agreement proposal by the time of the meeting. In that event, the board of directors of Meridian would need to adjourn the Meridian special meeting in order to solicit additional proxies. This proposal relates only to authorization of the board of directors of Meridian to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Meridian merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Meridian stockholders. If the Meridian special meeting is adjourned to a date not more than 120 days after the original record date, Meridian is not required to give notice of the time and place of the adjourned meeting. Meridian may also postpone the special meeting to a date not more than 120 days after the original record date. Notice of the date, time and place to which the special meeting is postponed must be given not less than ten days prior to such date.

Approval of the Meridian adjournment proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

Meridian’s board of directors unanimously recommends that Meridian stockholders vote “FOR” authorization of the board of directors of Meridian to adjourn or postpone the Meridian special meeting, if necessary, to permit further solicitation of proxies in favor of the Meridian merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Meridian stockholders.

 

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THE SPECIAL MEETING OF INDEPENDENT SHAREHOLDERS

This section contains information for Independent shareholders about the special meeting that Independent has called to allow Independent shareholders to consider and vote on the Independent share issuance proposal and other related matters. This joint proxy statement/prospectus is accompanied by a notice of the Independent special meeting, and a form of proxy card that the Independent board of directors is soliciting for use by Independent shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Independent Special Meeting

The Independent special meeting will be held at the Doubletree by Hilton Boston, 929 Hingham Street, Rockland, Massachusetts 02370 on August 5, 2021 at 3:00 p.m., Eastern Time.

Purpose of the Independent Special Meeting

At the Independent special meeting, Independent shareholders will be asked to consider and vote upon the following proposals:

 

   

the Independent share issuance proposal; and

 

   

the Independent adjournment proposal.

Recommendation of Independent’s Board of Directors

The Independent board of directors recommends that you vote “FOR” the Independent share issuance proposal and “FOR” the Independent adjournment proposal. See “The Merger—Independent’s Reasons for the Merger” beginning on page 71 for a more detailed discussion of the Independent board of directors’ recommendation.

Record Date; Shares Entitled to Vote

Independent shareholders are entitled to vote if the records of Independent show that they held shares of Independent common stock as of the close of business on June 17, 2021. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, 33,038,752 shares of Independent common stock were outstanding. Each share of Independent common stock has one vote on each matter presented to Independent shareholders. If you are a beneficial owner of shares of Independent common stock held in “street name” and you want to vote your shares in person at the Independent special meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum

Independent will have a quorum and will be able to conduct the business of the Independent special meeting only if a majority of the shares of Independent common stock outstanding and entitled to vote is represented in person or by proxy at the Independent special meeting. If you return a valid proxy card or attend the Independent meeting in person, your shares will be counted for determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Independent common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

 

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Vote Required; Treatment of Abstentions and Failure to Vote

Independent share issuance proposal:

 

   

Vote required: Approval of the Independent share issuance proposal requires the affirmative vote of a majority of votes cast by Independent shareholders at the Independent special meeting. Approval of the Independent share issuance proposal is a condition to the completion of the merger.

 

   

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Independent special meeting via the Independent special meeting website, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Independent share issuance proposal, you will not be deemed to have cast a vote with respect to the Independent share issuance proposal and it will have no effect on the Independent share issuance proposal.

Independent adjournment proposal:

 

   

Vote required: Whether or not a quorum will be present at the meeting, approval of the Independent adjournment proposal requires the affirmative vote of a majority of the votes cast by Independent shareholders at the Independent special meeting. Approval of the Independent adjournment proposal is not a condition to the completion of the merger.

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the Independent special meeting via the Independent special meeting website, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Independent adjournment proposal, you will not be deemed to have cast a vote with respect to the Independent adjournment proposal and it will have no effect on the Independent adjournment proposal.

Attending the Independent Special Meeting

Subject to space availability, all Independent shareholders as of the record date, or their duly appointed proxies, may attend the Independent special meeting. Since seating is limited, admission to the Independent special meeting will be on a first-come, first-served basis.

If you hold your shares of Independent common stock in your name as a stockholder of record and you wish to attend the Independent special meeting, please bring evidence of your stock ownership, such as your most recent account statement, to the Independent special meeting. You should also bring a valid picture identification.

If your shares of Independent common stock are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Independent special meeting, you must obtain a legal proxy from the bank, broker or other holder of record and you will need to bring a copy of a bank or brokerage statement to the Independent special meeting reflecting your stock ownership as of the record date. You should also bring a valid picture identification.

Voting of Proxies

Independent shareholders may vote in person at the Independent special meeting via the Independent special meeting website or by proxy. To ensure your representation at the Independent special meeting, Independent recommends that you vote by proxy even if you plan to attend the Independent special meeting via the Independent special meeting website. You can always change your vote at the Independent special meeting via the Independent special meeting website.

Independent shareholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank

 

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may allow you to deliver your voting instructions via the telephone or the Internet. If your shares are held in “street name” and you wish to vote in person at the special meeting, you will have to obtain a “legal proxy” from your record holder entitling you to vote at the Independent special meeting.

Voting instructions are included on your Independent proxy form. If you properly complete and timely submit your Independent proxy, your shares will be voted as you have directed. If you are the record holder of your shares of Independent common stock and submit your Independent proxy without specifying a voting instruction, your shares of Independent common stock will be voted “FOR” the Independent merger agreement proposal and “FOR” the Independent adjournment proposal. If you return an incomplete instruction card to your broker, bank or other nominee, that nominee will not vote your shares with respect to any matter.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Independent shareholders residing at the same address, unless such Independent shareholders have notified Independent of their desire to receive multiple copies of the joint proxy statement/prospectus.

Independent will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Independent shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed Independent’s proxy solicitor, Georgeson LLC, by calling toll-free at 1-800-868-1390.

How to Revoke Your Proxy

Independent shareholders may revoke their proxy at any time before it is voted by:

 

   

filing with the Corporate Secretary of Independent a duly executed revocation of proxy;

 

   

submitting a new executed proxy with a later date; or

 

   

voting in person at the Independent special meeting.

Attendance at the Independent special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

Attention: Patricia M. Natale, Deputy General Counsel and Corporate Secretary

Other Matters to Come Before the Independent Special Meeting

Independent management knows of no other business to be presented at the Independent special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Independent board of directors’ recommendations.

Proxy Solicitation

Independent is soliciting your proxy. Independent will pay for this proxy solicitation. In addition to soliciting proxies by mail, Georgeson LLC, a proxy solicitation firm, will assist Independent in soliciting proxies for the Independent special meeting. Independent will pay approximately $10,000 for these services. Additionally, directors, officers and employees of Independent and Rockland Trust may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Independent will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

 

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PROPOSAL NO. 1

INDEPENDENT SHARE ISSUANCE PROPOSAL

Pursuant to the merger agreement, Independent is asking Independent shareholders to approve the issuance of Independent common stock to Meridian stockholders. Independent shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Independent board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Independent and its shareholders and unanimously adopted and approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement. See “The Merger—Independent’s Reasons for the Merger” beginning on page 71 for a more detailed discussion of the Independent board of directors’ recommendation.

The Independent board of directors unanimously recommends a vote “FOR” the Independent share issuance proposal.

 

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PROPOSAL NO. 2

INDEPENDENT ADJOURNMENT PROPOSAL

Independent is submitting a proposal for consideration at the Independent special meeting to authorize the named proxies to authorize the board of directors of Independent to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Independent merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Independent shareholders. Even though a quorum may be present at the Independent special meeting, it is possible that Independent may not have received sufficient votes to approve the Independent merger agreement proposal by the time of the meeting. In that event, the board of directors of Independent would need to adjourn the Independent special meeting in order to solicit additional proxies. This proposal relates only to authorization of the board of directors of Independent to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Independent merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Independent shareholders. If the Independent special meeting is adjourned for less than 30 days, Independent is not required to give notice of the time and place of the adjourned meeting if the new time and place is announced at the special meeting before adjournment, unless the board of directors of Independent fixes a new record date for the Independent special meeting.

Approval of the Independent adjournment proposal requires the presence of a quorum and the affirmative vote of a majority of the shares voted on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

Independent’s board of directors unanimously recommends that Independent shareholders vote “FOR” authorization of the board of directors of Independent to adjourn or postpone the Independent special meeting, if necessary, to permit further solicitation of proxies in favor of the Independent merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Independent shareholders.

 

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THE MERGER

The discussion in this joint proxy statement/prospectus of the merger and the principal terms of the merger agreement are subject to, and are qualified in their entirety by reference to, the merger agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A and is incorporated into this joint proxy statement/prospectus by reference.

Terms of the Merger

Each of Independent’s and Meridian’s respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Meridian, with Meridian as the surviving entity, which is referred to as the merger, and as soon as reasonably practicable following the merger, Meridian will merge with and into Independent, with Independent as the surviving entity, which is referred to as the holdco merger. Immediately following the holdco merger, East Boston will merge with and into Rockland Trust, with Rockland Trust as the surviving bank, which is referred to as the bank merger.

In the merger, each share of Meridian common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held as treasury stock or shares owned directly by Independent in trust accounts, managed accounts and the like) will be converted into the right to receive 0.275 of a share of Independent common stock (the “exchange ratio”). Independent will not issue any fractional shares of its common stock in the merger, but will instead pay cash (determined on the basis of the volume-weighted average trading price per share of Independent common stock for the five consecutive trading days ending on the fifth trading day immediately preceding the closing date, rounded to the nearest whole cent as provided by Bloomberg L.P.) for any fractional share a Meridian stockholder would otherwise receive after aggregating all of his or her shares (the exchange ratio and any cash in lieu of fractional shares collectively, the “merger consideration”).

Independent shareholders are being asked to approve the Independent share issuance proposal and Meridian stockholders are being asked to approve the merger agreement proposal. See the section entitled “The Merger Agreement” beginning on page 100 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

Meridian’s predecessor mutual holding company converted from a mutual holding company structure in July 2014, which resulted in Meridian becoming the publicly traded holding company for East Boston. Over the course of the following years, Meridian managed its capital through organic growth, stock repurchases and cash dividends. Since the conversion, Meridian also has, from time to time, been presented with and reviewed opportunities to acquire or bid upon other financial institutions, including its acquisition of Meetinghouse Bancorp, Inc., which was completed in 2017.

Over the past few years, the Meridian board of directors has had numerous discussions with its management, industry analysts, and consultants regarding the future of the community banking industry, the appropriate size and scale of Meridian and the profitability targets that it should be attempting to achieve. These discussions have included the topics of competition, disintermediation risk, product requirements, technology investments, and prospective valuation risks in the future.

Additionally, Richard J. Gavegnano, President and Chief Executive Officer of Meridian, has had numerous conversations with the chief executive officers and investment banker representatives of various regional financial institutions that expressed possible interest in merging with or acquiring Meridian. In each conversation, discussions centered on obtaining an understanding of strategic and operational value of a combination, cultural alignment of the organizations and roles of employees, management and the board of directors. Conversations were shared with the Meridian board of directors to build awareness and an understanding of the relative differences among the institutions.

 

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At a regular board meeting held January 28, 2020, representatives of Raymond James attended the meeting and participated in certain discussions regarding the strategic direction of Meridian. Raymond James is a nationally recognized investment banking firm with substantial experience advising financial institutions generally, including with respect to mergers and acquisitions. The board of directors reviewed various items, including information with respect to trends in the banking industry and for Massachusetts financial institutions, an overview of the mergers and acquisitions market, peer institution performance and market share information and matters related to strategic planning.

The COVID-19 pandemic began in the first quarter of 2020. The Board of Directors and management spent the remainder of 2020 focusing on East Boston’s operations, including the health and safety of employees and providing support to East Boston’s customers and local communities. Mr. Gavegnano continued to have informal discussions with representatives of financial institutions about the banking industry generally, including strategic initiatives, and, in some instances, mergers and acquisitions.

Independent’s board of directors and senior management regularly consider strategic direction and business objectives, including strategic growth opportunities, as part of continuous efforts to enhance value for shareholders and other constituencies. These reviews have focused on, among other things, prospects and developments in the financial services industry, regulatory environment, the economy generally and in Massachusetts specifically, and the implications of developments for financial institutions generally and Independent. In addition, Independent has regularly evaluated, pursued and completed acquisitions to further its strategic objectives. Independent’s senior management, including Christopher Oddleifson, its Chief Executive Officer, periodically has informal discussions with senior management and investment banker representatives of other financial institutions, including Mr. Gavegnano and Raymond James. Mr. Oddleifson updates Independent’s board of directors regarding those discussions regularly, and the Independent board has authorized Mr. Oddleifson and senior management to pursue discussions with financial institutions who have been identified as potential acquisition targets.

In early January, 2021, as part of customary marketing efforts, Raymond James representatives met with Independent representatives and discussed a number of topics regarding the banking industry and the Massachusetts market, including the competitive landscape. During these conversations, and consistent with informal discussions in prior years, Raymond James and Independent discussed, in a general and exploratory fashion, possible strategic advantages of a potential future merger between Meridian and Independent. Following the meeting, Raymond James provided a summary of this discussion to Mr. Gavegnano.

Representatives of Raymond James continued discussions with Mr. Gavegnano over the next few weeks. In addition, on January 14, 2021, Mr. Gavegnano reviewed matters with respect to Independent with the executive committee of the Meridian board of directors. Following these discussions, on January 21, 2021, a Raymond James representative left a message for Mr. Oddleifson regarding Meridian. On January 22, 2021, Mr. Oddleifson spoke to the Raymond James representative who inquired as to Independent’s continued interest in a potential merger transaction with Meridian. Mr. Oddleifson conveyed that Independent may be interested but had other ongoing potential projects that it was currently focused on. Mr. Oddleifson stated that he would get back to Raymond James.

Over the next few days, senior management of Independent discussed the potential strategic and financial benefits of a potential acquisition of Meridian and potential financial terms for such a transaction and determined to indicate a willingness to engage in preliminary exploratory discussions with Meridian and its representatives.

Beginning on January 24, 2021 and continuing through February 2, 2021, Mr. Oddleifson and Independent senior management had numerous discussions with Raymond James regarding a possible merger between Independent and Meridian, including possible pricing terms for a potential transaction. On January 29, 2021, Independent proposed an initial range of exchange ratios of Independent common stock for each share of Meridian common stock of 0.2735 to 0.275, which implied a pricing range of between $20.91 and $21.03, based upon the closing

 

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price for Independent common stock on January 28, 2021. Mr. Oddleifson notified the Chair of Independent’s board of directors that these discussions were occurring.

Raymond James reported the details of these discussions to Mr. Gavegnano, who then provided information regarding the discussions to the Meridian board of directors. Representatives of Raymond James indicated to Independent that the proposed pricing range was inadequate and discussions were discontinued on February 2, 2021 after Independent indicated it was unwilling to increase the proposed pricing range.

On February 23, 2021, KBW, Independent’s financial advisor, contacted Raymond James to discuss the possibility of resuming transaction discussions. On February 24, 2021, KBW reported this discussion to Independent senior management and at the direction of Independent, KBW then contacted Raymond James to indicate Independent’s continued interest in pursuing a merger transaction. Later that same day, Independent provided Meridian a non-binding indication of interest, including a fixed exchange ratio of 0.275 shares of Independent common stock for each share of Meridian common stock, representing an implied price of $24.21 per share based on the then-current market price for Independent common stock, as well as a request for exclusive negotiating rights with Meridian through April 30, 2021.

On March 1, 2021, the Meridian board of directors held a special meeting to consider the proposal from Independent. The board discussed with special legal counsel, Luse Gorman, PC (“Luse Gorman”), the board’s fiduciary duties in a merger transaction. Raymond James updated the Meridian board regarding the merger market, and discussed the financial aspects of the proposal from Independent in comparison to recent transactions. Raymond James also reviewed with the board the prices that could potentially be paid by other possible merger partners, based on Raymond James’ knowledge of the merger market and these entities. The presentation and discussion also included information concerning other potential merger partners, their capacity to engage in a strategic transaction with Meridian and pro forma analyses of the combination of Meridian and Independent. After reviewing the information and consulting with Raymond James, Meridian’s board of directors authorized Mr. Gavegnano to enter into the indication of interest and the exclusivity agreement requested by Independent, subject to requiring that the exclusivity be mutual.

On March 4, 2021, Independent and Meridian entered into the non-binding indication of interest, mutual exclusivity agreement, and a mutual nondisclosure agreement. Commencing March 5, 2021 the parties began conducting detailed due diligence reviews of each other and members of each organization’s executive management teams, along with the parties’ respective advisors, met several times as part of the parties’ diligence investigations and to discuss the terms of the proposed transaction.

On March 18, 2021, at a regularly scheduled meeting of the Independent board of directors, Independent senior management updated the board regarding the potential transaction with Meridian, including the strategic and financial benefits of the proposed merger. Independent’s board expressed its support for senior management to proceed with its due diligence review and negotiation of the proposed merger.

On April 1, 2021, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), legal counsel to Independent, shared with Luse Gorman a first draft of the proposed merger agreement. From April 1, 2021 through April 22, 2021, Independent and Meridian and their respective legal advisors negotiated the proposed merger agreement and other ancillary documents and agreements.

On April 15, 2021, Raymond James reviewed with the Meridian board of directors at a special meeting the financial aspects of the proposed merger, including in comparison to the potential future performance of Meridian as reviewed with Meridian’s management on a stand-alone basis. The board of directors reviewed in detail with representatives of Luse Gorman and Raymond James the merger agreement and ancillary documents, including the voting agreement to be entered into by Meridian’s directors and executive officers. The board was also presented with the due diligence findings of the management team and Meridian’s legal and financial advisors and various pro forma analyses of the combined entity.

 

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On April 20, 2021, Independent’s board of directors held a special meeting to discuss the proposed Meridian merger. The meeting was attended by senior management and representatives of KBW and Wachtell Lipton. Prior to the meeting, the directors received a summary of the terms of the draft merger agreement and ancillary agreements from Wachtell Lipton. Management began its presentation of due diligence findings of Meridian, with the remainder to be completed at the board meeting scheduled for April 22, 2021, and legal counsel reviewed the board’s fiduciary duties and the proposed terms of the merger agreement.

The parties finalized the negotiations of the merger agreement and ancillary agreements over the next two days, including the consulting agreements and other employment arrangements for Mr. Gavegnano and certain other Meridian employees.

At a special meeting of Meridian’s board of directors held on April 22, 2021, the board of directors met to discuss the proposed merger and review the final merger agreement and ancillary documents. At that meeting, representatives from Luse Gorman and Meridian management summarized the results of Meridian’s due diligence investigation of Independent and Luse Gorman again discussed with the board the board’s fiduciary duties with respect to the transaction. Raymond James also reviewed the financial aspects of the proposed merger and rendered to the Meridian board of directors an opinion to the effect that, as of April 22, 2021, and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Raymond James, as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Meridian common stock. Legal counsel also discussed the proposed resolutions regarding the proposed merger that the independent members of the board (all directors except for Messrs. Gavegnano and Merritt) would be requested to approve, as well as the proposed resolutions regarding the proposed merger that the full board would be requested to approve. After further discussion, the independent members of Meridian’s board of directors voted unanimously to approve the merger agreement with Independent in substantially the form presented and voted unanimously to approve the executive compensation arrangements of senior officers, including Messrs. Gavegnano and Merritt. Following this vote, and taking into consideration the factors described under “—Meridian’s Reasons for the Merger,” the board of directors voted unanimously to approve the merger agreement in substantially the form presented, to recommend that Meridian stockholders vote to approve the merger agreement and the merger, and to authorize management, with the assistance of counsel, to finalize and execute the merger agreement and all related documents.

On April 22, 2021, at a regularly scheduled meeting the Independent board of directors continued its review and consideration of the proposed Meridian merger. Senior management updated the board of directors on the final negotiations and finished its presentation of the due diligence investigation of Meridian. KBW also reviewed the financial aspects of the proposed merger and rendered to the Independent board of directors its opinion (which was initially rendered verbally and subsequently confirmed by delivery of KBW’s written opinion dated April 22, 2021) to the effect that, as of that date, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW, as set forth in its written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Independent. Following further discussion, during which the directors considered the matters reviewed and discussed at that meeting and all prior meetings, including the factors described under “—Independent’s Reasons for the Merger,” the board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the share issuance, were advisable and fair to and in the best interests of Independent and its shareholders, and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and recommended that Independent shareholders vote to approve the share issuance in connection with the merger.

Thereafter, the parties executed and delivered the merger agreement and ancillary documents. A joint press release announcing the approval, adoption, and execution of the merger agreement was then issued on April 22, 2021 and Independent and Meridian each filed a Current Report on Form 8-K with the SEC.

 

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Recommendation of Meridian’s Board of Directors

Meridian’s board of directors has unanimously approved the merger agreement and unanimously recommends that Meridian stockholders vote “FOR” the approval of the Meridian merger agreement proposal.

Meridian’s Reasons for the Merger

In determining to unanimously adopt and approve the merger agreement and the merger, the boards of directors of Meridian evaluated the merger and the merger agreement in consultation with certain of Meridian’s senior management and with Meridian’s financial advisor and legal counsel, drew on the directors’ knowledge of the business, operations, properties, assets, financial condition, operating results, and prospects of Meridian, and also considered the following factors in favor of the decision to enter into the merger agreement:

 

   

the Meridian board of directors’ and senior management’s knowledge of Meridian’s business, operations, properties, assets, financial condition, operating results and prospects, and its and their understanding of Independent’s business, operations, properties, assets, financial condition, operating results, historical market prices and prospects, including information obtained through due diligence and meetings between the parties;

 

   

the fact that the consideration that Meridian stockholders will receive in the proposed merger is Independent common stock and the potential for Meridian stockholders, who will own approximately 30% of the combined company, to participate in the future earnings and growth of the combined company;

 

   

the expected pro forma financial impact of the transaction, taking into account anticipated cost savings and other factors, on both Meridian stockholders and Independent shareholders, especially the fact that the transaction is expected to be immediately accretive to the tangible book value per share and the earnings per share of the combined company;

 

   

the expectation of the Meridian board of directors that the combined company will have a strong capital position upon completion of the transaction;

 

   

the complementary nature of the operations, geographic footprint and balance sheets of the parties and the synergies that could be achieved by a combination of the parties;

 

   

the similarities in the corporate cultures of Meridian and Independent and their approach to their employees and servicing of the customers, markets and communities in which they operate;

 

   

the understanding of the Meridian board of directors of the current and prospective environment in which Meridian operates, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives, compliance mandates and investments in technology, the competitive environment for financial institutions generally and the likely effect of these factors on Meridian with and without the proposed transaction;

 

   

conditions and activity in the mergers and acquisition market providing a unique window of opportunity with respect to a merger of Meridian and delivering accelerated and enhanced stockholder value, as compared to through organic growth;

 

   

the strong stock price performance of Independent’s common stock compared to its peers and the industry as a whole, and the potential for stock appreciation in the combined company for Meridian stockholders;

 

   

the greater market capitalization of the combined organization and trading volume and liquidity of Independent common stock in the event Meridian stockholders desire to sell the shares of Independent common stock to be received by them upon completion of the Merger;

 

   

Independent’s successful track record in executing mergers and the likelihood of receipt of regulatory approvals and completion of the merger in a timely manner;

 

   

the fact that the exchange ratio is fixed, which the Meridian board of directors believes is consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

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the financial presentation and the opinion, dated April 22, 2021, of Raymond James & Associates, Inc. (“Raymond James”) to the Meridian board of directors as to the fairness, from a financial point of view, and as of the date of such opinion, to the holders of Meridian common stock of the merger consideration in the proposed merger, as more fully described below under “Opinion of Meridian’s Financial Advisor;”

 

   

the efforts made to negotiate a merger agreement favorable to Meridian and its stockholders and the terms and conditions of the merger agreement;

 

   

the analyses presented by Luse Gorman, PC as to the structure of the merger, the merger agreement, the fiduciary and legal obligations applicable to directors when considering a sale or merger of a company, and the process that Meridian (including its board of directors) employed in considering the merger;

 

   

under the terms of the merger agreement, the ability of the Meridian board of directors, in response to an unsolicited third-party proposal or an intervening event, to change or withhold its recommendation to the Meridian stockholders if it concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisor) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law;

 

   

the effects of the merger on Meridian’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided by Independent; and

 

   

the impact of the merger on depositors, customers and communities served by Meridian and the expectation that the combined entity will continue to provide quality service to the communities and customers currently served by Meridian.

Meridian’s board of directors also weighed the factors described above against certain factors and potential risks associated with entering into the merger agreement, including, among others, the following:

 

   

the fact that the integration of Meridian and Independent may be complex and time consuming and may require substantial resources and effort;

 

   

the risk that, if the combined bank is not successfully integrated, the anticipated strategic and other benefits of the merger may not be realized fully, realized at all or may take longer to realize than expected;

 

   

the fact that the exchange ratio is fixed, which could result in a decrease in the value of the merger consideration in the event of a decrease in the trading price of Independent’s common stock;

 

   

the potential for diversion of management and employee attention and for increased employee attrition during the period prior to the completion of the merger, and the potential effect of the merger on Meridian’s customers and business relationships;

 

   

the restrictions on the conduct of Meridian’s business prior to the completion of the merger, requiring Meridian to conduct its business only in the ordinary course, subject to specific limitations, which could delay or prevent Meridian from undertaking business opportunities that may arise pending completion of the merger and could negatively impact Meridian’s customers and business relationships;

 

   

the fact that the merger agreement contains certain restrictions on the ability of Meridian to solicit proposals for alternative transactions or engage in discussions regarding such proposals, including the requirement for Meridian to pay Independent a termination fee of $44.1 million in certain circumstances;

 

   

the possibility of litigation in connection with the merger;

 

   

the transaction costs to be incurred by Meridian in connection with the merger; and

 

   

the various other applicable risks associated with Meridian, Independent and the merger, including the risks described in “Risk Factors,” beginning on page 27 of this joint proxy statement/prospectus.

 

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During its consideration of the merger agreement, the Meridian board of directors also considered that certain Meridian officers and directors may have financial interests in the merger that are different from, or are in addition to, the interests of Meridian stockholders. See “The Merger—Interests of Meridian’s Executive Officers and Directors in the Merger,” beginning on page 88.

The discussion of the information and factors considered by the Meridian board of directors is not exhaustive, but includes all material factors considered by the Meridian board of directors. Based on the factors described above, the Meridian board of directors determined that the merger with Independent would be advisable and in the best interests of Meridian stockholders and approved the merger agreement and related transactions it contemplates. In view of the wide variety and complexity of factors considered by the Meridian board of directors in connection with its evaluation of the merger, the Meridian board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any factor, was favorable or unfavorable to the ultimate determination of the Meridian board of directors. Rather, the Meridian board of directors made its recommendation based on the totality of information presented to, and the investigation conducted by, it. In considering the factors discussed above, individual directors may have given different weights to different individual factors.

Opinion of Meridian’s Financial Advisor

Meridian retained Raymond James as financial advisor on March 5, 2021. Meridian selected Raymond James as a financial advisor because it is a globally-recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to that engagement, the Meridian board of directors requested that Raymond James evaluate the fairness, from a financial point of view, to the holders of Meridian’s outstanding common stock (other than the Exception Shares) of the exchange ratio to be received by such holders in the merger pursuant to the merger agreement.

At the April 22, 2021 meeting of the Meridian board of directors, representatives of Raymond James rendered its opinion, subsequently confirmed in writing and dated April 22, 2021, to the Meridian board of directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the holders of Meridian’s outstanding common stock (other than the Exception Shares) of the exchange ratio to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James is attached as Annex B to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. Holders of Meridian common stock are urged to read this opinion in its entirety. The opinion of Raymond James speaks only as of the date of the opinion and does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger.

Raymond James provided its opinion for the information of the Meridian board of directors (in its capacity as such) in connection with, and for purposes of, its consideration of the exchange ratio to be received by holders of Meridian’s outstanding common stock (other than the Exception Shares) in the merger pursuant to the merger agreement and its opinion only addresses whether the exchange ratio in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Meridian common stock (other than the Exception Shares). The opinion of Raymond James does not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Meridian board of directors or to any holder of Meridian common stock as to how the

 

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Meridian board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter. Raymond James does not express any opinion as to the likely trading range of Independent common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Independent at that time.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

   

reviewed the financial terms and conditions as stated in the draft of the Agreement and Plan of Merger by and between Independent and Meridian dated as of April 21, 2021 (the “merger agreement”);

 

   

reviewed certain information related to the historical condition and prospects of Meridian and Independent, as made available to Raymond James by or on behalf of Meridian, including, but not limited to, (a) financial projections for each of Meridian and Independent that were prepared using consensus analyst estimates for the years 2021 and 2022 with further years extrapolated based on appropriate growth rates, which were reviewed and approved for our use by the management of Meridian (together, the “Projections”) and (b) certain forecasts and estimates of potential cost savings, operating efficiencies, revenue effects, and other pro forma financial adjustments expected to result from the merger, as approved and directed for our use by management of Meridian (the “Pro Forma Financial Adjustments”);

 

   

reviewed Meridian’s and Independent’s audited financial statements for the years ended December 31, 2019 and December 31, 2020 and unaudited financial statements for the three month period ended March 31, 2021;

 

   

reviewed Meridian’s and Independent’s recent public filings and certain other publicly available information regarding Meridian and Independent;

 

   

reviewed the financial and operating performance of Meridian and Independent and those of other selected public companies that Raymond James deemed to be relevant;

 

   

considered certain publicly available financial terms of certain transactions Raymond James deemed to be relevant;

 

   

reviewed the then-current and historical market prices for shares of Meridian common stock and shares of Independent common stock, and the then-current market prices of the publicly traded securities of certain other companies that Raymond James deemed to be relevant;

 

   

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate;

 

   

received a certificate addressed to Raymond James from a member of senior management of Meridian regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Raymond James by or on behalf of Meridian; and

 

   

discussed with members of the senior management of Meridian certain information relating to the aforementioned and any other matters which Raymond James deemed relevant to its inquiry including, but not limited to, the past and then-current business operations of Meridian and the financial condition and future prospects and operations of Meridian.

With Meridian’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Meridian or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Meridian or Independent was a party or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Meridian or Independent was a party or may become subject. With Meridian’s consent, the opinion of Raymond James made no assumption concerning, and therefore

 

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did not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of Meridian or Independent. With respect to the Projections, Pro Forma Financial Adjustments, and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Meridian’s consent, assumed that the Projections, Pro Forma Financial Adjustments and such other information and data were reasonably prepared in good faith on bases reflecting (or, in the case of the Projections with respect to 2021 and 2022, which were prepared using consensus analyst estimates for the years 2021 and 2022, are consistent with) the best then-currently available estimates and judgments of management of Meridian, and Raymond James relied upon Meridian to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Projections, the Pro Forma Financial Adjustments or the assumptions on which they were based. Raymond James assumed that the final form of the merger agreement would be substantially similar to the draft reviewed by Raymond James, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each such party would perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger, Independent or Meridian that would be material to its analyses or opinion.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. Raymond James provided advice to the Meridian board of directors with respect to the proposed merger. Raymond James did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the merger. Raymond James did not solicit indications of interest with respect to a transaction involving Meridian. The opinion of Raymond James did not express any opinion as to the likely trading range of Independent common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Independent at that time. The Raymond James opinion was limited to the fairness, from a financial point of view, of the exchange ratio to be received by the holders of Meridian common stock (other than the Exception Shares).

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Meridian board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of the Meridian board of directors, on the fact that Meridian was assisted by legal, accounting and tax advisors, and, with the consent of the Meridian board of directors, relied upon and assumed the accuracy and completeness of the assessments by Meridian and its advisors, as to all legal, accounting and tax matters with respect to Meridian and the merger, including, without limitation, that Meridian’s and Independent’s financial statements had been prepared in accordance with GAAP and that the merger would qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Raymond James was not an expert in the evaluation of allowances for loan and lease losses and had not independently verified such allowances or reviewed or examined any individual loan or credit files. Raymond James assumed, with Meridian’s consent, that the allowance for loan and lease losses (i) set forth in the respective financial statements of Meridian and Independent were adequate to cover such losses, (ii) would be adequate on a pro forma basis for the combined entity and (iii) complied fully with applicable law, regulatory policy and sound banking practices as of the date of such financial statements.

 

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In formulating its opinion, Raymond James considered only what it understood to be the exchange ratio to be received by the holders of Meridian common stock (other than the Exception Shares), and Raymond James did not consider, and did not express an opinion on, the fairness of the amount or nature of any compensation to be paid or payable to any of Meridian’s officers, directors or employees, or class of such persons, whether relative to the compensation to be received by the holders of Meridian common stock (other than the Exception Shares) or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Meridian, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the merger to any one class or group of Meridian’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Meridian’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Meridian or Independent or the ability of Meridian or Independent to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the Meridian board of directors at its meeting on April 22, 2021, which material was considered by Raymond James in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to Meridian, Independent or the contemplated merger.

Contribution Analysis. Raymond James analyzed the relative contribution of Meridian and Independent to certain financial and operating metrics for the pro forma combined company resulting from the merger. The financial and operating metrics included: (i) market capitalization; (ii) total assets; (iii) gross loans; (iv) non-interest bearing deposits; (v) core deposits; (vi) total deposits; (vii) tangible common equity; (viii) last twelve months net interest income; (ix) last twelve months operating fee income; (x) last twelve months net income; (xi) consensus estimated 2021 net income; and (xii) consensus estimated 2022 net income. Forward net income estimates were based on median consensus estimates as shown by S&P Global Market Intelligence. The estimates published by Wall Street research analysts were not prepared in connection with the merger or at the request of Raymond James and may or may not prove to be accurate. The relative contribution analysis did not give effect to any synergies as a result of the merger. The results of this analysis are summarized in the table below:

 

     Relative Contribution     Implied
Exchange Ratio
 
     Independent     Meridian  

Market Capitalization

     73.7     26.3     0.229x  

Total Assets

     67.9     32.1     0.301x  

Gross Loans

     63.7     36.3     0.363x  

Non-Interest Bearing Deposits

     84.6     15.4     0.119x  

Core Deposits

     73.2     26.8     0.235x  

Total Deposits

     69.5     30.5     0.281x  

Tangible Common Equity

     60.8     39.2     0.411x  

LTM Net Interest Income

     65.3     34.7     0.339x  

LTM Operating Fee Income

     90.0     10.0     0.074x  

LTM Net Income

     64.1     35.9     0.358x  

2021 Estimated Net Income

     64.8     35.2     0.347x  

2022 Estimated Net Income

     65.0     35.0     0.344x  

Exchange Ratio in the Merger

         0.275x  

 

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Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of Meridian and Independent based on the Projections. Consistent with the periods included in the Projections, Raymond James used estimated calendar year 2026 as the final year for the analysis and applied multiples, ranging from 12.0x to 14.0x for Meridian and 18.0x to 22.0x for Independent, to estimated calendar year 2026 earnings in order to derive a range of estimated terminal values for Meridian and Independent in 2025.

For Independent, Raymond James used discount rates ranging from 10.1% to 12.1%. For Meridian, Raymond James used discount rates ranging from 10.5% to 12.5%. Raymond James arrived at its discount rate ranges by using the 2020 Duff & Phelps Valuation Handbook. Raymond James reviewed the ranges of implied per share values indicated by the discounted cash flow analysis for each of Independent and Meridian and calculated a range of implied exchange ratios by dividing the maximum implied per share value of Meridian common stock by the minimum implied per share value of Independent common stock to calculate the maximum implied exchange ratio, and by dividing the minimum implied per share value of Meridian common stock by the maximum implied per share value of Independent common stock to calculate the minimum implied exchange ratio. The results of the discounted cash flow analysis are summarized in the table below:

 

     Implied Per Share Value      Implied
Exchange Ratio
 
     Independent      Meridian  
     Low      High      Low      High      Low/High         High/Low  

Net Income Terminal Multiple

   $ 68.37      $ 85.70      $ 19.32      $ 22.46        0.225x   -     0.328x  

Exchange Ratio in the Merger

                 0.275x  

Selected Companies Analysis. Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed relevant for its analysis. The selected group represents companies Raymond James believed to be relevant to each of Independent and Meridian. Raymond James selected certain companies that: (i) are headquartered in New England (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont) or the Mid-Atlantic (Delaware, Maryland, New Jersey, New York, Washington D.C. and Pennsylvania); (ii) have total assets between $8.0 billion and $20.0 billion for Independent and between $3.0 billion and $10.0 billion for Meridian; (iii) have tangible common equity to tangible assets greater than 7.00%; (iv) have a most recent quarter return on average assets of greater than 1.00% for Independent and greater than 0.75% for Meridian; and (v) are traded on the NASDAQ or NYSE. The aforementioned financial characteristics were shown for the bank subsidiary if consolidated data was unavailable, and the financial characteristics were based on the most recent quarter period reported as of March 31, 2021, if available, otherwise for the quarter period reported as of December 31, 2020. The selected groups exclude mutual holding companies and targets of announced mergers. The Meridian selected group also excludes The Bancorp, Inc. due to its unique business model. No company used in the analysis described below is identical or directly comparable to either Independent or Meridian. The selected companies Raymond James deemed relevant include the following:

Selected Companies for Independent

 

•  WSFS Financial Corp. (DE)

  

•  Eagle Bancorp, Inc. (MD)

•  Community Bank System, Inc. (NY)

  

•  NBT Bancorp Inc. (NY)

•  Northwest Bancshares, Inc. (PA)

  

•  First Commonwealth Financial Corp. (PA)

•  Provident Financial Services (NJ)

  

•  S&T Bancorp, Inc. (PA)

•  Sandy Spring Bancorp, Inc. (MD)

  

•  Brookline Bancorp, Inc. (MA)

•  OceanFirst Financial Corp. (NJ)

  

 

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Selected Companies for Meridian

 

•  First Commonwealth Financial Corp. (PA)

  

•  Northfield Bancorp, Inc. (NJ)

•  S&T Bancorp, Inc. (PA)

  

•  Financial Institutions, Inc. (NY)

•  Brookline Bancorp, Inc. (MA)

  

•  Camden National Corporation (ME)

•  Lakeland Bancorp, Inc. (NJ)

  

•  HarborOne Bancorp, Inc. (MA)

•  Tompkins Financial Corporation (NY)

  

•  Metropolitan Bank Holding Corp (NY)

•  ConnectOne Bancorp, Inc. (NJ)

  

•  Cambridge Bancorp (MA)

•  Kearny Financial Corp. (NJ)

  

•  The First Long Island Corporation (NY)

•  Univest Financial Corporation (PA)

  

•  Enterprise Bancorp, Inc. (MA)

•  Amalgamated Financial Corp. (NY)

  

•  Bar Harbor Bankshares (ME)

•  TrustCo Bank Corp NY (NY)

  

•  Arrow Financial Corporation (NY)

•  Washington Trust Bancorp, Inc. (RI)

  

Raymond James calculated various financial multiples for each selected public company, including price per share at close on April 21, 2021 compared to: (i) basic tangible book value (“TBV”) per share at March 31, 2021 or December 31, 2020 as shown by S&P Global Market Intelligence; (ii) estimated 2021 earnings per share (“2021 EPS”) based on consensus estimates as shown by S&P Global Market Intelligence; and (iii) estimated 2022 earnings per share (“2022 EPS”) based on consensus estimates as shown by S&P Global Market Intelligence. The estimates published by Wall Street research analysts were not prepared in connection with the Merger or at the request of Raymond James and may not prove to be accurate. Raymond James reviewed the median and the 100th percentile relative valuation multiples of the selected public companies for Independent and the 25th percentile and the 75th percentile relative valuation multiples of the selected public companies for Meridian. The results of the selected companies’ analysis for each of Independent and Meridian are summarized below:

 

     Independent Multiples     Meridian Multiples  
     Median     100th Pctl.     25th Pctl.     75th Pctl.  

Tangible Book Value

     165     329     126     162

2021 EPS

     13.7     25.3     12.0     14.7

2022 EPS

     13.5     25.4     12.0     14.3

Taking into account the results of the selected companies analysis, Raymond James applied the median and 100th percentile of the price to tangible book value per share ratio and earnings per share multiples to corresponding financial data for Independent and applied the 25th and 75th percentiles of the price to tangible book value per share ratio and earnings per share multiples to the corresponding financial data for Meridian. Raymond James reviewed the ranges of implied per share values and calculated a range of implied exchange ratios by dividing the higher implied per share value of Meridian by the lower implied per share value of Independent to calculate the implied exchange ratio, and by dividing the lower implied per share value of Meridian by the higher implied per share value of Independent to calculate the low implied exchange ratio. The results of the selected companies’ analysis are summarized below:

 

     Implied Per Share Value      Implied
Exchange Ratio
 
     Independent      Meridian  
     Median      100th Pctl.      25th Pctl.      75th Pctl.      Low/High       High/Low  

Tangible Book Value

   $ 59.18      $ 118.16      $ 18.48      $ 23.75      0.156x   -     0.401x  

2021 EPS

   $ 54.52      $ 100.60      $ 17.26      $ 21.14      0.172x   -     0.388x  

2022 EPS

   $ 55.32      $ 104.40      $ 17.62      $ 20.98      0.169x   -     0.388x  

Exchange Ratio in the Merger

 

            0.275x  

 

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Selected Transaction Analysis. Raymond James analyzed publicly available information relating to selected national and regional transactions announced since January 1, 2019 involving targets headquartered in (i) the United States (excluding Puerto Rico) or (ii) New England (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont) or the Mid-Atlantic (Delaware, Maryland, New Jersey, New York, Washington D.C. and Pennsylvania), in each case, with target assets between $3.0 billion and $10.0 billion. The selected groups exclude mergers of equals transactions. Financial data for the selected targets was based on the most recent last twelve month period reported prior to announcement of the respective transaction. The selected national and regional transactions (with respective transaction announcement dates shown) used in the analysis included:

Selected National Transactions

 

   

Acquisition of Century Bancorp Inc. by Eastern Bankshares Inc. (4/7/21)

 

   

Acquisition of Bryn Mawr Bank Corp. by WSFS Financial Corp. (3/10/21)

 

   

Acquisition of Boston Private Financial by SVB Financial Group (1/4/21)

 

   

Acquisition of Opus Bank by Pacific Premier Bancorp (2/3/20)

 

   

Acquisition of Franklin Financial Network Inc. by FB Financial Corp. (1/21/20)

 

   

Acquisition of Carolina Financial Corp. by United Bankshares Inc. (11/18/19)

 

   

Acquisition of Mutual of Omaha Bank by CIT Group Inc. (8/13/19)

 

   

Acquisition of Landrum Co. by Simmons First National Corp. (7/31/19)

 

   

Acquisition of Old Line Bancshares Inc. by WesBanco Inc. (7/23/19)

 

   

Acquisition of United Financial Bancorp by People’s United Financial Inc. (7/15/19)

 

   

Acquisition of Oritani Financial Corp. by Valley National Bancorp (6/26/19)

 

   

Acquisition of LegacyTexas Financial Group Inc. by Prosperity Bancshares Inc. (6/17/19)

Selected Regional Transactions

 

   

Acquisition of Century Bancorp Inc. by Eastern Bankshares Inc. (4/7/21)

 

   

Acquisition of Bryn Mawr Bank Corp. by WSFS Financial Corp. (3/10/21)

 

   

Acquisition of Boston Private Financial by SVB Financial Group (1/4/21)

 

   

Acquisition of Old Line Bancshares Inc. by WesBanco Inc. (7/23/19)

 

   

Acquisition of United Financial Bancorp by People’s United Financial Inc. (7/15/19)

 

   

Acquisition of Oritani Financial Corp. by Valley National Bancorp (6/26/19)

Raymond James examined valuation multiples of transaction value compared to the target companies’(i) most recent quarter basic TBV per share as shown by S&P Global Market Intelligence; (ii) premium to tangible book value divided by core deposits (total deposits less time deposits greater than $100,000) (“Premium to Core Deposits”); (iii) last twelve months earnings per share (“LTM EPS”) as shown by S&P Global Market Intelligence; (iv) current fiscal year earnings per share (“Current FY EPS”); and (v) next fiscal year earnings per share (“Next FY EPS”). Forward net income estimates for the Current FY EPS and Next FY EPS multiples were based on mean consensus analyst estimates as shown by S&P Global Market Intelligence. The estimates published by Wall Street research analysts and the companies involved in the selected transaction analysis were not prepared in connection with the Merger or at the request of Raymond James and may or may not prove to be accurate. Raymond James applied the 25th percentile and 75th percentile TBV multiple, Premium to Core Deposits multiple and earnings multiples to the corresponding Meridian metrics to create the range of exchange

 

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ratios used for its analysis based on Independent’s closing stock price on April 21, 2021 of $79.57. The results of the selected national and regional transactions analyses, respectively, are summarized below:

National Transactions

 

     Meridian
Statistic
     Percentiles     Implied
Exchange Ratio
     25th     75th     25th Pctl.    75th Pctl.

Tangible Book Value

   $ 14.63        135     187   0.248x - 0.345x

Premium to Core Deposits ($000)

   $ 4,402,692        4.9     12.7   0.236x - 0.318x

LTM EPS

   $ 1.52        13.4     16.4   0.256x - 0.313x

Current FY EPS

   $ 1.44        14.0     16.6   0.253x - 0.300x

Next FY EPS

   $ 1.47        13.2     15.6   0.243x - 0.288x

Exchange Ratio in the Merger

          0.275x

Regional Transactions

 

     Meridian
Statistic
     Percentiles     Implied
Exchange Ratio
     25th     75th     25th Pctl.    75th Pctl.

Tangible Book Value

   $ 14.63        128     176   0.236x - 0.324x

Premium to Core Deposits ($000)

   $ 4,402,692        4.7     11.8   0.233x - 0.308x

LTM EPS

   $ 1.52        13.8     19.9   0.262x - 0.379x

Current FY EPS

   $ 1.44        14.2     17.8   0.256x - 0.321x

Next FY EPS

   $ 1.47        13.6     16.5   0.250x - 0.305x

Exchange Ratio in the Merger

          0.275x

Pro Forma Impact Analysis. For informational purposes only, Raymond James performed a pro forma financial impact analysis that combined projected balance sheet and 2022 and 2023 estimated EPS information of Independent and Meridian. Using (i) closing balance sheet estimates as of December 31, 2021 for each of Independent and Meridian; (ii) financial forecasts and projections of each of Independent and Meridian for the year ending 2022 based on consensus analyst estimates, which were authorized and reviewed by management of Meridian, and the year ending 2023, extrapolated based on appropriate growth rates, which were authorized and reviewed by management of Meridian; and (iii) pro forma assumptions (including, without limitation, the cost savings expected to result from the merger, as well as the purchase accounting adjustments), each of which were authorized and reviewed by management of Meridian. Raymond James analyzed the estimated financial impact of the merger on certain projected financial results. This analysis indicated that the merger could be accretive to Independent’s estimated tangible book value per share at December 31, 2021, and accretive to Independent’s estimated 2022 and 2023 earnings per share. The analysis also indicated that the merger could be accretive to Meridian’s estimated 2022 dividend per share, as adjusted for the exchange ratio. For all of the above analyses, the actual results achieved by the pro forma company following the merger may vary from the projected results, and the variations may be material.

Additional Considerations. The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to the significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of Meridian.

 

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In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Meridian. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the Meridian board of directors (in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness, from a financial point of view, to the holders of Meridian common stock of the exchange ratio in the proposed merger pursuant to the merger agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the Meridian board of directors in making its determination to approve the merger. Neither Raymond James’ opinion nor the analyses described above should be viewed as determinative of the Meridian board of directors’ or Meridian management’s views with respect to Meridian, Independent or the merger. Raymond James provided advice to Meridian with respect to the proposed merger. Raymond James did not, however, recommend any specific amount of consideration to the Meridian board of directors or that any specific consideration constituted the only appropriate consideration for the merger. Meridian placed no limits on the scope of the analysis performed, or opinion expressed, by Raymond James.

The Raymond James opinion was necessarily based upon market, economic, financial and other circumstances and conditions existing and disclosed to it as of April 21, 2021, and any material change in such circumstances and conditions may affect the opinion of Raymond James, but Raymond James does not have any obligation to update, revise or reaffirm that opinion. As the Meridian board of directors was aware, the credit, financial and stock markets had been experiencing unusual volatility and Raymond James expressed no opinion or view as to any potential effects of such volatility on the merger, Meridian, or Independent and the Raymond James opinion did not purport to address potential developments in any such markets. As the Meridian board of directors was aware, there was significant uncertainty as to the potential direct and indirect business, financial, legal, economic and social implications and consequences of the spread of the coronavirus and associated illnesses and the actions and measures that countries, governments, regulatory agencies, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread of the coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and stock markets (collectively, the “Pandemic Effects”). Raymond James expressed no opinion or view as to the potential impact of the Pandemic Effects on its analysis, its opinion, the merger, Meridian or Independent. Raymond James relied upon and assumed, without independent verification, that, other than as had been disclosed to Raymond James, there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Meridian of Independent since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

For services rendered in connection with the delivery of its opinion, Meridian paid Raymond James a fee of $500,000 upon delivery of its opinion. Meridian will also pay Raymond James a customary fee for advisory services in connection with the merger equal to approximately $12.2 million (less the fee paid upon the delivery of the opinion), which is contingent upon the closing of the merger. Meridian also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of Meridian and Independent for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. In the two year period preceding the date of its opinion letter, Raymond James did not receive any fees from Meridian. In the two year period preceding the date of its opinion

 

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letter, Raymond James engaged in fixed income trading activity with Independent and/or certain of its affiliates, for which is had earned income. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to Meridian and/or Independent or other participants in the merger in the future, for which Raymond James may receive compensation.

Recommendation of Independent’s Board of Directors

Independent’s board of directors has unanimously approved the merger agreement and unanimously recommends that Independent’s shareholders vote “FOR” the approval of the Independent share issuance proposal.

Independent’s Reasons for the Merger

After careful consideration, the Independent board of directors, at a special meeting held on April 22, 2021, (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the mergers and the Independent share issuance) were advisable and fair to and in the best interests of Independent and its shareholders, (ii) approved and adopted the merger agreement and the transactions contemplated by the merger agreement (including the mergers and the Independent share issuance), and (iii) recommended the approval and adoption by Independent shareholders of the Independent share issuance proposal and the other matters to be voted upon at the Independent special meeting in accordance with the merger agreement. In reaching this decision, the Independent board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with Independent’s senior management, as well as with Independent’s legal and financial advisors, and considered a number of factors, including the following:

 

   

each of Independent’s and Meridian’s business, operations, financial condition, asset quality, earnings and prospects;

 

   

the strategic rationale for the merger, which will create the premier community focused commercial bank in Massachusetts;

 

   

the fact that the merger will increase Independent’s presence in the Boston metro area, an attractive area for growth;

 

   

the complementary footprints of Independent and Meridian;

 

   

the fact that the transaction continues Independent’s successful acquisition philosophy of expanding into contiguous geography to build market share and generate significant cost savings opportunities;

 

   

the complementary nature of the products, customers and markets of the two companies, which Independent believes should provide the opportunity to mitigate risks and increase potential returns;

 

   

the compatibility of Independent’s and Meridian’s cultures, including their shared commitment to local communities, relationship-focused banking;

 

   

the anticipated pro forma financial impact of the merger on Independent, including potential tangible book value accretion, as well as positive impact on earnings, return on equity, asset quality, liquidity and regulatory capital levels;

 

   

the expectation of cost synergies resulting from the merger;

 

   

the expectation that the merger will offer potentially significant revenue synergies across multiple business lines;

 

   

its review and discussions with Independent’s senior management concerning Independent’s due diligence examination of, among other areas, the operations, financial condition and compliance programs and prospects of Meridian;

 

   

its review of the financial terms of the merger in consultation with Independent’s financial advisor and its review of the other terms of the merger agreement, including the representations, covenants, deal protection and termination provisions in consultation with Independent’s legal advisor;

 

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the opinion of KBW, dated April 22, 2021, to the Independent board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Independent of the exchange ratio in the proposed merger, as more fully described below in the section “—Opinion of Independent’s Financial Advisor” beginning on page 73 ;

 

   

the fact that the exchange ratio would be fixed, which the Independent board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

   

its expectation that the required regulatory approvals could be obtained in a timely fashion;

 

   

Independent’s past record of integrating acquisitions and of realizing expected financial and other benefits of such acquisitions and the strength of Independent’s management and infrastructure to successfully complete the integration process.

The Independent board of directors also considered the potential risks related to the transaction. The board concluded that the anticipated benefits of combining with Meridian were likely to outweigh these risks substantially. These potential risks included:

 

   

the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Independent common stock or Meridian common stock, the implied market value of the shares of Independent common stock to be issued to Meridian stockholders upon the completion of the merger could be significantly more than the implied market value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

 

   

the risk that the regulatory and other approvals required in connection with the mergers may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of Independent following the completion of the merger;

 

   

the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of the strength of the economy, general market conditions and competitive factors in the areas where Independent and Meridian operate businesses;

 

   

the substantial costs to be incurred in connection with the merger and the integration of Meridian’s business into Independent and the possibility that the transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

   

the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

 

   

the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of Independent and Meridian;

 

   

the risk of losing key Independent or Meridian employees during the pendency of the merger and following the closing;

 

   

the possible diversion of management focus and resources from the operation of Independent’s business while working to implement the transaction and integrate the two companies;

 

   

the potential for legal claims challenging the merger; and

 

   

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Independent board of directors is not intended to be exhaustive, but includes the material factors considered by the board. Independent’s board of directors evaluated the factors described above, including by asking questions of Independent’s management and Independent’s legal and financial advisors, and reached the unanimous decision that the merger agreement and

 

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the transactions contemplated thereby (including the mergers and the Independent share issuance) were advisable and fair to and in the best interests of Independent and its shareholders. This discussion of the factors considered by Independent’s board of directors is not exhaustive. Independent’s board of directors considered these factors as a whole, and overall considered them to be favorable to, and to support, its determination. Independent’s board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of Independent’s board of directors may have given different weights to different factors. Independent’s board of directors considered these factors as a whole, and overall considered them to be favorable to, and to support, its determination.

In considering the recommendation of the Independent board of directors, you should be aware that certain directors and executive officers of Independent may have interests in the merger that are different from, or in addition to, interests of Independent shareholders generally and may create potential conflicts of interest.

It should be noted that this explanation of the reasoning of the Independent board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 25.

Opinion of Independent’s Financial Advisor

Independent engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render financial advisory and investment banking services to Independent, including an opinion to the Independent board of directors as to the fairness, from a financial point of view, to Independent of the exchange ratio in the proposed merger. Independent selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the transaction. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Independent board held on April 22, 2021 at which the Independent board evaluated the proposed transaction. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the Independent board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Independent. The Independent board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Independent board (in its capacity as such) in connection with its consideration of the financial terms of the transaction. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to Independent. It did not address the underlying business decision of Independent to engage in the transaction or enter into the merger agreement or constitute a recommendation to the Independent board in connection with the transaction, and it does not constitute a recommendation to any holder of Independent common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the transaction or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder or stockholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the transaction or exercise any dissenters’ or appraisal rights that may be available to such shareholder or stockholder.

 

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KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Independent and Meridian and bearing upon the transaction, including, among other things:

 

   

an execution version of the merger agreement, dated as of April 22, 2021;

 

   

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Independent;

 

   

certain preliminary and unaudited quarterly financial results for the quarter ended March 31, 2021 of Independent (provided by Independent);

 

   

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Meridian;

 

   

certain preliminary and unaudited quarterly financial results for the quarter ended March 31, 2021 of Meridian (provided by Meridian);

 

   

certain regulatory filings of Independent and Meridian and their respective subsidiaries, including the quarterly reports on Form FRY-9C and quarterly call reports filed with respect to each quarter during the three year period ended December 31, 2020;

 

   

certain other interim reports and other communications of Independent and Meridian to their respective shareholders or stockholders; and

 

   

other financial information concerning the respective businesses and operations of Independent and Meridian furnished to KBW by Independent and Meridian or which KBW was otherwise directed to use for purposes of its analyses.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

 

   

the historical and current financial position and results of operations of Independent and Meridian;

 

   

the assets and liabilities of Independent and Meridian;

 

   

the nature and terms of certain other merger transactions and business combinations in the banking industry;

 

   

a comparison of certain financial and stock market information of Independent and Meridian with similar information for certain other companies, the securities of which were publicly traded;

 

   

publicly-available consensus “street estimates” of Independent and Meridian, as well as assumed Independent long-term growth rates and financial and operating forecasts and projections of Meridian for periods beyond 2022 provided to KBW by Independent management, all of which information was discussed with KBW by such management and used and relied upon by KBW at the direction of such management and with the consent of the Independent board; and

 

   

estimates regarding certain pro forma financial effects of the transaction on Independent (including without limitation the cost savings, related expenses and operating synergies expected to result or be derived from the transaction) that were prepared by, and provided to and discussed with KBW by, Independent management, and used and relied upon by KBW at the direction of such management and with the consent of the Independent board.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well

 

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as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Independent and Meridian regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon Independent management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Independent and Meridian, the assumed Independent long-term growth rates, the financial and operating forecasts and projections of Meridian for periods beyond 2022, and the estimates regarding certain pro forma financial effects of the transaction on Independent (including, without limitation, the cost savings, related expenses and operating synergies expected to result or be derived from the transaction), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Independent and Meridian “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of Independent management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of Independent and Meridian that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Independent and Meridian referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions, and in particular, assumptions regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the management of Independent and with the consent of the Independent board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information has assumed that the ongoing COVID-19 pandemic could have an adverse impact, which has been assumed to be limited, on Independent and Meridian. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Independent or Meridian since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Independent’s consent, that the aggregate allowances for loan and lease losses for Independent and Meridian are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Independent or Meridian, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Independent or Meridian under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

 

   

the transaction and any related transactions (including, without limitation, the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to its analyses from the execution

 

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version of the merger agreement reviewed by KBW and referred to above), with no adjustments to the exchange ratio and with no other consideration or payments in respect of Meridian common stock;

 

   

the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

 

   

each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

 

   

there are no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the transaction or any related transactions and all conditions to the completion of the transaction and any related transactions would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

 

   

in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the transaction and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Independent, Meridian or the pro forma entity or the contemplated benefits of the transaction, including without limitation the cost savings, related expenses and operating synergies expected to result or be derived from the transaction.

KBW assumed that the transaction would be consummated in a manner that complied with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Independent that Independent relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Independent, Meridian, the transaction and any related transaction and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the exchange ratio in the merger to Independent. KBW expressed no view or opinion as to any other terms or aspects of the transaction or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the transaction or any such related transaction, any consequences of the transaction to Independent, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, charitable giving or other agreements, arrangements or understandings contemplated or entered into in connection with the transaction, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

 

   

the underlying business decision of Independent to engage in the transaction or enter into the merger agreement;

 

   

the relative merits of the transaction as compared to any strategic alternatives that are, have been or may be available to or contemplated by Independent or the Independent board;

 

   

any business, operational or other plans with respect to Meridian or the pro forma entity that may be contemplated by Independent or the Independent board or that may be implemented by Independent or the Independent board subsequent to the closing of the transaction;

 

   

the fairness of the amount or nature of any compensation to any of Independent’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of Independent common stock or relative to the exchange ratio;

 

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the effect of the transaction or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Independent, Meridian or any other party to any transaction contemplated by the merger agreement;

 

   

the actual value of Independent common stock to be issued in the merger;

 

   

the prices, trading range or volume at which Independent common stock or Meridian common stock would trade following the public announcement of the transaction or the prices, trading range or volume at which Independent common stock would trade following the consummation of the merger;

 

   

any advice or opinions provided by any other advisor to any of the parties to the transaction or any other transaction contemplated by the merger agreement; or

 

   

any legal, regulatory, accounting, tax or similar matters relating to Independent, Meridian, any of their respective shareholders or stockholders, or relating to or arising out of or as a consequence of the transaction or any related transaction (including the bank merger), including whether or not the transaction would qualify as a tax-free reorganization for United States federal income tax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Independent and Meridian. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Independent board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Independent board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Independent and Meridian and the decision of Independent to enter into the merger agreement was solely that of the Independent board.

The following is a summary of the material financial analyses presented by KBW to the Independent board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Independent board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of $21.88 per outstanding share of Meridian common stock, or $1,146.6 million in the aggregate (inclusive of the indicative value of in-the-money Meridian stock options), based on the 0.275x exchange ratio in the proposed merger and the closing price of Independent common stock on April 21, 2021. In addition to the financial analyses described below, KBW reviewed with the Independent board of directors for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied transaction value for the merger of $21.88 per outstanding share of Meridian common stock) of 15.2x

 

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Meridian’s estimated calendar year 2021 earnings per share (“EPS”) using the publicly available calendar year 2021 EPS consensus “street estimate” of Meridian.

Independent Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Independent to 13 selected major exchange-traded banks that are headquartered in the Mid-Atlantic region (defined as Delaware, the District of Columbia, Maryland, New Jersey, New York and Pennsylvania) and the Northeast region (defined as Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont) with total assets between $8 billion and $16 billion. Merger targets and Puerto Rico banks were excluded from the selected companies.

The selected companies were as follows:

 

Eastern Bankshares, Inc.    Eagle Bancorp, Inc.
Community Bank System, Inc.    NBT Bancorp, Inc.
Northwest Bancshares, Inc.    TriState Capital Holdings, Inc.
Provident Financial Services, Inc.    First Commonwealth Financial Corporation
Berkshire Hills Bancorp, Inc.    S&T Bancorp, Inc.
Sandy Spring Bancorp, Inc    Brookline Bancorp, Inc.
OceanFirst Financial Corp.   

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter (“MRQ”) publicly reported or as of the end of such period and market price information as of April 21, 2021. In the case of Independent, KBW also used profitability and other financial information provided by Independent for the quarter ended or as of March 31, 2021. In addition, KBW used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for Independent and the selected companies. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Independent’s historical financial statements, or the data prepared by Raymond James & Associates, Inc. presented under the section “The Merger — Opinion of Meridian’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Independent and the selected companies:

 

     Independent     Selected Companies  
     For
Q1 2021
    For
Q4 2020
    25th
Percentile
    Median     Average     75th
Percentile
 

MRQ Core Return on Average Assets(1)

     1.28     1.15     0.72     1.21     1.12     1.39

MRQ Core Return on Average Tangible Common Equity(1)

     14.51     12.97     10.53     14.00     13.03     14.74

MRQ Net Interest Margin

     3.19     3.10     2.97     3.05     2.98     3.26

MRQ Fee Income / Revenue Ratio(2)

     20.7     22.5     17.3     23.7     22.8     28.3

MRQ Efficiency Ratio

     56.6     58.0     68.0     58.5     58.6     54.8

 

(1)

Core income excluded extraordinary items, non-recurring items, gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.

(2)

Excluded gains/losses on sale of securities and assets and income from bank owned life insurance.

 

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KBW’s analysis also showed the following concerning the financial condition of Independent and the selected companies:

 

     Independent     Selected Companies  
     As of
March 31,
2021
    As of
December 31,
2020
    25th
Percentile
    Median     Average     75th
Percentile
 

Tangible Common Equity / Tangible Assets

     8.96     9.26     8.48     8.86     9.48     9.27

Total Capital Ratio

     15.65     15.13     13.93     15.60     16.33     16.64

Loans / Deposits

     79.8     85.4     82.4     90.7     89.2     97.4

Loan Loss Reserve / Loans

     1.16     1.20     1.03     1.40     1.25     1.57

Nonperforming Assets / Loans + OREO(1)

     0.64     0.89     1.11     0.91     0.99     0.81

MRQ Net Charge-offs / Average Loans

     0.15     0.09     0.28     0.15     0.23     0.10

 

(1)

NPAs included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days past due, and other real estate owned as defined by S&P Global Market intelligence

In addition, KBW’s analysis showed the following concerning the market performance of Independent and the selected companies:

 

     Independent(1)     Selected Companies  
    25th
Percentile
    Median     Average     75th
Percentile
 

One-Year Stock Price Change

     19.8     43.4     57.4     56.3     75.0

Year-To-Date Stock Price Change

     8.9     23.5     27.5     26.1     28.9

Price / Tangible Book Value per Share

     2.21     1.47     1.56     1.68     1.80

Price / 2021 EPS Estimate

     19.7     13.5     14.2     16.4     17.1

Price / 2022 EPS Estimate

     19.6     12.5     13.6     14.7     13.9

Dividend Yield

     2.4     2.2     3.0     2.7     3.1

2021 Dividend Payout Ratio

     47.6     39.3     43.8     42.3     51.5

 

(1)

Unless otherwise indicated, based on Independent data for the period ended or as of March 31, 2021.

No company used as a comparison in the above selected companies analysis is identical to Independent. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Meridian Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Independent to 11 selected major exchange-traded banks that are headquartered in the Northeast region with total assets between $2 billion and $10 billion. Merger targets were excluded from the selected companies.

The selected companies were as follows:

 

Brookline Bancorp, Inc.    Bar Harbor Bankshares
Washington Trust Bancorp, Inc.    Hingham Institution for Savings
Camden National Corporation    Western New England Bancorp, Inc.
HarborOne Bancorp, Inc.    The First Bancorp, Inc.
Enterprise Bancorp, Inc.    Bankwell Financial Group, Inc.
Cambridge Bancorp   

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) or the most recent completed fiscal quarter (“MRQ”) publicly reported or as of the end of such periods and market price information as of April 21, 2021. In the case of Meridian, KBW also used profitability and other financial information provided by Meridian for the quarter ended or as of March 31, 2021. In addition, KBW used 2021 and 2022 EPS estimates taken from consensus “street estimates” for Meridian and the selected

 

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companies to the extent publicly available (consensus “street” estimates were not publicly available for four of the selected companies). Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Meridian’s historical financial statements, or the data prepared by Raymond James & Associates, Inc. presented under the section “The Merger — Opinion of Meridian’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Meridian and the selected companies:

 

     Meridian     Selected Companies  
&nbs