Hometown Financial Group, Inc. and Randolph Bancorp, Inc. Announce Receipt of Regulatory Approvals and Targeted Closing Date of Merger
September 27 2022 - 9:32AM
Hometown Financial Group, Inc. (“Hometown”), the multi-bank holding
company for bankESB, bankHometown and Abington Bank, and Randolph
Bancorp, Inc. (NASDAQ: RNDB) (“Randolph”), the bank holding company
for Envision Bank, jointly announced today that all regulatory
approvals relating to the acquisition by Hometown of Randolph and
Envision Bank have been received. Randolph shareholders previously
approved the merger at a special meeting of shareholders held on
June 29, 2022. The merger is targeted to close on October 7, 2022,
subject to the satisfaction of other customary closing conditions.
Under the terms of the merger agreement,
Randolph shareholders will receive cash of $27.00 for each share of
Randolph.
Forward Looking StatementsThis
news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act. Forward-looking
statements include statements regarding the proposed merger and its
timing. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts.
They often include words like “believe”, “expect”, “anticipate”,
“estimate”, and “intend” or future or conditional verbs such as
“will”, “would”, “should”, “could” or “may”. These forward-looking
statements are necessarily speculative and speak only as of the
date made, and are subject to numerous assumptions, risks and
uncertainties, all of which may change over time. Actual results
could differ materially from such forward-looking statements.
Certain factors that could cause actual results to differ
materially from expected results include: failure to satisfy any of
the conditions to the transaction on a timely basis or at all or
other delays in completing the merger; the reputational risks and
the reaction of Hometown’s and Randolph’s customers to the
transaction; ongoing disruptions due to the COVID-19 pandemic on
the global economy and financial market conditions and the
business, results of operations, and financial condition of
Hometown or Randolph; 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; difficulties in
achieving cost savings from the merger or in achieving such cost
savings within the expected time frame; difficulties in integrating
Randolph; increased competitive pressures; changes in the interest
rate environment; changes in general economic conditions;
legislative and regulatory changes that adversely affect the
business in which Randolph is engaged; changes in the securities
markets and other risks and uncertainties. Additional factors that
could cause results to differ materially from those described above
can be found in Randolph’s Annual Report on Form 10-K for the year
ended December 31, 2021 and in its subsequent Quarterly Reports on
Form 10-Q, including in the respective Risk Factors sections of
such reports, as well as in subsequent filings with the Securities
and Exchange Commission, each of which is on file with the
Commission and available in the “Investors Relations” section of
Randolph’s website, www.randolphbancorp.com, under the heading “SEC
Filings.”
About Hometown Financial
Group.Hometown Financial Group, Inc. is a $3.7 billion
mutual multi-bank holding company headquartered in Easthampton,
Massachusetts, and is the parent company of bankESB, bankHometown,
and Abington Bank. These separate and distinct banking franchises
offer a complete line of consumer and business deposit and lending
products through its 33 branch offices located throughout
Massachusetts and northeastern Connecticut. Hometown Financial
Group recently received national recognition as a Top Workplaces
USA award winner for 2022. For more information, visit
www.bankHFG.com.
About Randolph Bancorp,
Inc.Randolph Bancorp, Inc. is the holding company for
Envision Bank and its Envision Mortgage Division. Envision Bank is
a full-service community bank with five retail branch locations,
loan operations centers in North Attleborough and Quincy,
Massachusetts, three loan production offices located in
Massachusetts and one loan production office in southern New
Hampshire. Envision Bank was founded in 1851 as Randolph Savings
Bank. As of June 30, 2022, Randolph Bancorp, Inc. had $775 million
in total assets.
Envision Bank also previously established the
Envision Bank Foundation, Inc., a nonprofit 501(c)3 corporation
organized in 2016 to financially support community projects that
improve the quality of life in the markets served by Envision
Bank.
CONTACTS:Hometown Financial Group,
Inc.Gil Ehmke – Senior Executive Vice President, CFO and
Treasurer413.779.2296 | gehmke@bankesb.com
Randolph Bancorp, Inc.William M. Parent –
President and Chief Executive Officer617.925.1955 |
wparent@envisionbank.com
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