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Independent Bank Corp. And Central Bancorp, Inc. Report Receipt Of Merger Regulatory Approvals, Election Deadline, Exchange Ratio, And Anticipated Closing Date

Stocks in this article: CEBK INDB

Independent Bank Corp. (NASDAQ: INDB) (“Independent”), parent of Rockland Trust Company, and Central Bancorp, Inc. (NASDAQ: CEBK) (“Central”), parent of Central Bank, jointly reported the following in connection with the proposed merger of Central with and into Independent (the “Merger”):

  • All regulatory approvals relating to the Merger have been received and applicable regulatory waiting periods have expired as of October 19, 2012.
  • The deadline for Central shareholders to elect the form of merger consideration they wish to receive in connection with the Merger is 5:00 p.m., Eastern Time on November 1, 2012 (the “Election Deadline”). As previously announced, Central shareholders can elect, for each share of Central common stock held, either cash, Independent common stock, or a combination of cash and Independent common stock. All elections will be subject to proration to the extent necessary to ensure that 60% of the outstanding shares of Central are exchanged for Independent common stock and 40% of the outstanding shares of Central are exchanged for cash. To make an election, Central shareholders must deliver to Computershare Trust Company, N.A., the exchange agent for the Merger, prior to the Election Deadline, a properly completed election form and related letter of transmittal, together with their Central stock certificates or confirmation of book-entry transfer, or a properly completed notice of guaranteed delivery. Central shareholders should refer to the election materials and letter of transmittal that were mailed to Central shareholders on or about October 3, 2012 for additional information and detailed instructions regarding the merger consideration election and letter of transmittal procedure.
  • The final exchange ratio to be used in determining the number of shares of Independent common stock that will be issued to Central shareholders electing to receive stock consideration in the Merger (or receiving stock consideration as a result of the pro ration described above) has been determined in accordance with the merger agreement to be 1.0533 shares of Independent common stock in exchange for each share of Central common stock.
  • The Merger is anticipated to close on or about November 9, 2012.

About Independent Bank Corp.

Independent, which has Rockland Trust Company as its wholly-owned commercial bank subsidiary, has approximately $5.2 billion in assets. Rockland Trust offers a wide range of commercial banking products and services, retail banking products and services, business and consumer loans, insurance products and services, and investment management services. To find out why Rockland Trust is the bank “Where Each Relationship Matters ®”, visit www.RocklandTrust.com.

About Central Bancorp, Inc.

Central is the holding company for Central Bank, whose legal name is Central Co-Operative Bank and which was founded in 1915 as a Massachusetts chartered co-operative bank to provide savings deposits and originate mortgage loans. Central Bank is a full-service community banking operation that provides a variety of deposit and lending services --- including savings and checking accounts for retail and business customers, mortgage loans for constructing, purchasing and refinancing residential and commercial properties, and loans for education, home improvement and other purposes. Central Bank operates nine full-service offices in the Massachusetts communities of Somerville, Arlington, Burlington, Chestnut Hill, Malden, Medford, Melrose, and Woburn (two branches).

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