Independent Bank, Enterprise Bancorp sign $562M merger agreement

Independent Bank (INDB) and Enterprise Bancorp (EBTC) have signed a definitive merger agreement pursuant to which Enterprise will merge into Independent and Enterprise Bank will merge into Rockland Trust in a cash and stock transaction for total consideration valued at approximately $562M in aggregate, or $45.06 per share based on the Independent closing price of $71.77 on December 6. The merger agreement provides that Enterprise shareholders will receive 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock they hold. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Enterprise shareholders for the Independent common stock portion of the merger consideration they will receive. Independent anticipates issuing approximately 7.5M shares of its common stock and paying an aggregate amount of $27.1M in cash in the merger. The merger is expected to close in the second half of 2025 subject to customary closing conditions, including regulatory approvals and approval of Enterprise shareholders. No vote of Independent shareholders is required. The merger is expected to be approximately 16% accretive to Independent’s earnings per share in 2026, the first full year of combined operations, assuming full phase-in of cost savings. Independent anticipates the transaction will meet its three year or less tangible book value earn back hurdle rate. Combined merger-related charges are expected to be approximately $61.2M before tax, in the aggregate. As part of the transaction, Independent plans to raise approximately $250M in subordinated debt prior to the transaction closing. Post close, board chair and Enterprise Bank founding member, George Duncan, will become an advisor to the independent board and Larochelle will serve as a consultant for Rockland Trust for one year. Additionally, Independent will appoint two Enterprise directors to its board following the merger. The boards of directors of each company have unanimously approved the transaction. Enterprise’s directors and executive officers who currently own, in the aggregate, about 20.4% of Enterprise’s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.