M&A - ENTERPRISE BANCORP INC /MA/

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000101839925000035

Filing Summary: Enterprise Bancorp, Inc. has communicated its plans regarding a proposed transaction with Independent Bank Corp. This document, filed under Form 425, outlines forward-looking statements relating to the transaction, expectations about completion timing, and potential benefits of the integration. Key uncertainties and risk factors that may impact the transaction's success are noted, including changes in economic conditions, regulatory approvals, shareholder approvals, and integration challenges. It also emphasizes that this communication does not solicit votes or approvals from Enterprise shareholders nor does it constitute an offer for sale of securities. The companies have filed necessary documentation with the SEC, including a Registration Statement on Form S-4, to facilitate this merger process, which is crucial for both shareholders and investors to consider before making decisions.

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Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000101839925000033

Filing Summary: On April 4, 2025, Enterprise Bancorp, Inc. communicated through a social media post regarding their proposed merger with Independent Bank Corp. The document highlights various forward-looking statements about the anticipated benefits, plans, and risks associated with the transaction. It notes the complexity and uncertainty surrounding the merger, pointing out potential economic and regulatory challenges that could affect completion and shareholder approval. The communication emphasizes the importance of reading official documents related to the merger, including a filed Registration Statement on Form S-4, which includes essential information for shareholders.

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000101839925000031

Filing Summary: On April 3, 2025, a Special Meeting of shareholders of Enterprise Bancorp, Inc. was held virtually to discuss and vote on two proposals. The first proposal was to approve the Agreement and Plan of Merger dated December 8, 2024, between Independent Bank Corp, Rockland Trust Company, and Enterprise Bancorp, which includes merging the Company with Independent. The second proposal involved a non-binding advisory vote on the compensation for the Company’s named executive officers related to the merger. Both proposals were approved by the shareholders, with specific voting results indicating majority support for the merger proposal and compensation. The meeting had a quorum with 9,536,814 shares represented out of 12,458,176 shares authorized to vote, confirming the approval of significant corporate actions affecting the future of Enterprise Bancorp, Inc.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000101839925000017

Filing Summary: On March 18, 2025, the Board of Directors of Enterprise Bank and Trust Company approved the Enterprise Bank 2025 Variable Compensation Incentive Plan, which includes specific performance factors and payout amounts tied to the company's overall performance and is related to their proposed merger with Independent Bank Corp. expected to close in the second half of 2025. The incentive plan applies to employees who do not participate in other incentive plans and allows for payouts based on pre-tax income metrics. Notably, there are specific targets for earnings per share linked to vesting of restricted stock granted to named executive officers. The Plan states that completion of the merger is crucial for actual payouts, with minimum amounts required if the merger finalizes by year-end. Each executive’s potential payouts are outlined, including maximum percentages achievable compared to their base salaries. Additionally, the plan includes provisions for adjustments based on corporate events, ensuring that the incentive structure is robust and aligns with company earnings performance.

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Form Type: DEFM14A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029668

Filing Summary: Enterprise Bancorp, Inc. is undergoing a merger with Independent Bank Corp., structured as a stock and cash transaction. This follows the signing of a merger agreement on December 8, 2024. Under the terms, Enterprise shareholders will receive 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock held. It is projected that the total merger consideration will amount to approximately $562.2 million. The special meeting for Enterprise shareholders to vote on the merger proposal is scheduled for April 3, 2025. Approval requires a two-thirds majority of shares. The merger agreement has been approved by the Enterprise board of directors as being fair and in the best interest of shareholders. The document provides detailed information about the merger process, voting rights, and expected outcomes, including tax implications, and urges shareholders to participate in the vote and disclose potential risks associated with the merger.

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Form Type: 425

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000117494725000070

Filing Summary: Enterprise Bancorp, Inc. has announced a definitive merger agreement with Rockland Trust where Rockland Trust will acquire Enterprise Bank. This merger is aimed at combining two community oriented banks to better serve their respective markets. The proposed transaction is pending approval from banking regulators and Enterprise Bancorp shareholders, with an anticipated close in the second half of 2025. No branch closures are expected post-merger, and the combined entity will enhance service offerings across its branches. The document includes details about a special shareholder meeting that will be called to approve the merger, with the date yet to be determined. Additionally, Enterprise Bank was recognized with the Granite State Community Impact Award, acknowledging its contributions to community development.

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