BOSTON, June 29, 2010 – Eastern Bank Corporation signed a definitive agreement to acquire Wainwright Bank & Trust Company (NasdaqGM: WAIN) in an all-cash transaction valued at approximately $163 million, the banks announced today.
Under the terms of the transaction, shareholders of Wainwright Bank & Trust Company will be entitled to receive $19.00 in cash in exchange for each share of Wainwright Bank & Trust Company common stock and common stock equivalents outstanding.
The merger will combine two banks focused on serving their communities, while providing enhanced convenience for customers of both organizations. The combined organization will have more than 90 retail banking offices serving people and businesses across eastern Massachusetts, including 22 offices in the Boston metro area.
«It is a pleasure to join forces with an organization that is an acknowledged leader in many social justice issues, including development of affordable housing, support of community health centers, and leadership in improving the environment and protecting the rights of all,» said Richard E. Holbrook, chairman and CEO of Eastern Bank. «By combining our two organizations, we will broaden our horizons and do even more to make our communities a better place to work and live, while providing our customers with top-notch banking, investment and insurance services. I cannot think of a more appropriate partnership than this one combining a 192-year-old mutual company with the banking industry’s leader on socially progressive issues.»
At March 31, 2010, Eastern Bank Corporation’s consolidated assets were approximately $6.6 billion and Wainwright Bank & Trust Company had assets of approximately $1.0 billion. At March 31, 2010, Wainwright Bank & Trust Company and Eastern Bank were both considered well-capitalized under applicable regulatory capital guidelines, and Eastern Bank will be well-capitalized under such standards upon completion of the transaction.
The completion of the merger is subject to certain customary conditions, including the approval of the shareholders of Wainwright Bank & Trust Company and the receipt of regulatory approvals. Completion of the merger is expected to occur in the fourth quarter of calendar year 2010. It is expected that Wainwright Bank & Trust Company will remain as a separate subsidiary of Eastern Bank Corporation for a transition period before it is merged into Eastern Bank.
Jan A. Miller, President and CEO of Wainwright Bank & Trust Company, stated, «The merger combines two banks with strong traditions of commitment to our customers, employees and the communities we serve. We are pleased that Eastern will maintain and continue to build upon Wainwright’s community development lending initiatives and deep commitment to issues of social justice.»
Annually Eastern Bank Corporation has donated an average in excess of 10 percent of its net income to charity, totaling more than $50 million in the past decade. These funds are managed by the Eastern Bank Charitable Foundation, which in turn will donate about $2.3 million to not-for-profits across eastern Massachusetts in 2010, continuing its tradition of giving back to the communities it serves. After the merger, Eastern Bank intends to continue to present the Wainwright Social Justice Award that has been a hallmark of Wainwright’s commitment to the community.