On a pro forma basis the transaction is expected to be approximately 4.4% accretive to Cambridgeâs 2021 earnings per share and approximately 1.6% dilutive to tangible book value per share with an expected earnback period of approximately 2.2 years. On June 1, 2020, Cambridge Bancorp (NASDAQ: CATC), parent of Cambridge Trust Company, completed its merger with Wellesley Bancorp, Inc. (âWellesleyâ), Wellesley Bank (âWellesley Bankâ), Wellesleyâs subsidiary bank, and Cambridge Trust Company, the Companyâs subsidiary bank. Once the all-stock purchase goes through, Wellesley Bank would become part of growing Cambridge Trust Co. That the proposed merger shall not become effective unless the Articles of Merger with my endorsement thereon are filed with the Secretary of State; and. Under the terms of an Agreement and Plan of Merger (Merger Agreement) dated as of December 5, 2019, Wellesley Bank will merge with and into Cambridge Trust (Merger) under the charter, by-laws, and name of Cambridge Trust (Continuing Institution). The $2.9 billion-asset Cambridge said in a press release Thursday that it will pay $122 million in stock for the $986 million-asset Wellesley. Keefe, Bruyette & Woods, Inc. served as financial advisor and provided a fairness opinion to Cambridge Bancorp and Hogan Lovells US LLP served as its legal counsel. Materials provided indicate that upon consummation of the transaction, the Continuing Institution will meet all applicable regulatory capital requirements. Once the merger is consummated, however, the Continuing Institution as a trust company will not be eligible for excess deposit insurance. Denis K. Sheahan, Chairman and CEO The merger application was filed in connection with a multi-step transaction in which, in addition to the merger of Wellesley Bank with and into Cambridge Trust, Wellesley Bancorp, Inc. (Wellesley Bancorp), the holding company for Wellesley Bank, will merge with and into Cambridge Bancorp (Cambridge Bancorp), the holding company for Cambridge Trust. The materials submitted also indicate that consumers and commercial customers will continue to have access to a full range of banking products and services following the proposed Merger. Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. 781-741-8005. Cambridge Bancorp, Wellesley Bancorp Sign Merger Agreement DEC 9, 2019 - 6:10 am Cambridge Bancorp, the holding company for Cambridge Trust, and Wellesley Bancorp, the holding company for Wellesley Bank, signed a definitive agreement pursuant to which Wellesley will merge with and into Cambridge in an all-stock transaction. Top-requested sites to log in to services provided by the state. The parent company of Cambridge Trust announced on Thursday that it would acquire Wellesley Bank ⦠The merger was proposed in December 2019, with Cambridge buying Wellesley for approximately $122 million. At the effective time of the Merger, each share of issued and outstanding Wellesley Bancorp common stock will be converted into the right to receive a number of shares of Cambridge Bancorp common stock, or cash, in accordance with the agreed upon exchange ratio. You are cautioned not to place undue reliance on these forward-looking statements. In connection with the proposed transaction, Cambridge expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Cambridge and Wellesley that also constitutes a prospectus of Cambridge. About Cambridge Bancorp In addition, Cambridge Trust provided information to the Division showing that it notified Wellesley Bank’s customers that the excess deposit insurance from the Depositors Insurance Fund will end following consummation of the merger. CAMBRIDGE, Mass. As of March 31, 2020, Wellesley Bank had total assets of approximately $948 million and total deposits of approximately $736 million. As of March 31, 2020, Cambridge Trust had total assets of approximately $2.8 billion and total deposits of approximately $2.4 billion. At the time of the announcement, Denis Sheahan, CEO of Cambridgeâs parent company Cambridge Trust, said the deal would strengthen his companyâs presence in the Boston area while extending its market elsewhere in Massachusetts. The combination strengthens the position of Cambridge Trust in Greater Boston and is a logical extension of our market. The transaction has been approved by the Boards of Directors of both companies and is expected to be completed during the second quarter of 2020, subject to regulatory approval, approval by Cambridge and Wellesley shareholders, and other customary closing conditions. Wellesley Bank operates out of its main office in Wellesley, Massachusetts and has six branch offices located in Wellesley (2), Boston, Needham, Newton Center, and Wellesley Hills, Massachusetts, through which it offers traditional community bank loan and deposit products. That the proposed merger shall not become effective until a Certificate signed by the Presidents and Clerks, or other duly authorized officers of each bank, indicating that each institution has complied with the provisions of Massachusetts General Laws chapter 167I, section 3 has been returned with my endorsement thereon; 2. You can find information about Wellesley's executive officers and directors in Wellesleyâs definitive proxy statement filed with the SEC on April 10, 2019. Cambridge Trust states that the Merger will enhance the commercial banking services offered by the Continuing Institution and will enable Wellesley Bank customers to access Cambridge Trust’s wealth management services while maintaining their existing banking relationships. The Division considers information provided in the application addressing whether public convenience and advantage will be promoted by the proposed merger. At the effective time of the Merger, the number of persons constituting the boards of directors of Cambridge Bancorp and Cambridge Bank will be increased by three directors each to be selected by Cambridge Bancorp upon consultation with Wellesley Bancorp. The Wealth Management group maintains offices in Boston, Massachusetts; Concord, Manchester, and Portsmouth, New Hampshire. Although the legal closing was effective as of 12:01 a.m. ⦠Cambridge Trust Company is one of New Englandâs leaders in private banking and wealth management with $3.3 billion in client assets under management and administration. Forward-Looking Statements Cambridge and Wellesley and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. A publicly available descriptive rating and evaluation by a federal bank regulatory agency may also be considered. The Wellesley Bank branch in Wellesley Square just underwent a facelift over the summer, and it looks like it will be getting some ⦠and the Continuing Institution will retain all of the banking offices of Wellesley Bank as branch offices. With regard to employment, Cambridge Trust has confirmed that there will be initial staffing reductions, particularly of back office functions, but they believe that the anticipated expansion of the Continuing Institution will produce future growth and create opportunities for additional employment. Another day, another bank merger â and for Bostonians, this one hits a little closer to home. For more details on Wellesley Bancorp, Inc., please visit: www.wellesleybank.com. The Merger will not affect any of the communities in which the two banks do business since Cambridge Trust is planning to maintain all of its current branches, as well as all of the branches of Wellesley Bank. This strategically compelling merger is expected to enhance and expand Cambridgeâs Greater Boston presence with the addition of Wellesleyâs six full service banking offices in Norfolk, Middlesex, and Suffolk Counties. WELLESLEY, Mass., April 23, 2020 /PRNewswire/ -- Wellesley Bancorp, Inc. (Nasdaq Capital Market: WEBK) (the "Company"), the holding company for Wellesley Bank (the "Bank⦠& WELLESLEY, Mass.--(BUSINESS WIRE)--Cambridge Bancorp (Nasdaq: CATC) (the âCompanyâ or âCambridgeâ), the holding company for Cambridge Trust Company (âCambridge Trustâ), and Wellesley Massachusetts-based Wellesley Bancorp, Inc. (âWellesleyâ), the holding company for Wellesley Bank, are pleased to jointly announce entry into a definitive agreement pursuant to which Wellesley will merge with and into Cambridge in an all-stock transaction. Expanding Commercial Banking, Private Banking and Wealth Management Presence in Greater Boston.
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