Eastern Bank Corporation agrees to buy Centrix Bank & Trust

BOSTON, March 4, 2014 /PRNewswire/ -- Eastern Bank Corporation signed a definitive agreement to acquire Bedford, N.H.-based Centrix Bank & Trust (OTC Bulletin Board: CXBT) in an all-cash transaction valued at approximately $134 million, the banks announced today.

Under the terms of the transaction, shareholders of Centrix will be entitled to receive $41 in cash in exchange for each share of Centrix common stock – a 49 percent premium over Monday afternoon's closing price of $27.50 per share.

The deal will combine two banks with an unwavering commitment to their customers and communities, providing enhanced convenience and greater access to banking, investment and insurance products.

"New Hampshire is a natural extension of the markets we now serve, so this was an attractive opportunity to partner with a successful bank," said Richard E. Holbrook, chairman and CEO of Eastern Bank.  "It also enables us to offer Centrix customers an array of products and services that are unavailable now, without compromising the excellent service those customers now receive."

Eastern and Centrix expect the transaction to be completed in the fall, subject to the approval of regulators and Centrix shareholders.  Following the merger, Centrix President and CEO Joseph B. Reilly will remain with Eastern, serving as Regional President for New Hampshire.

"We're proud of what we started in 1998, when Centrix was created to help businesses, their owners and their employees prosper," Reilly said.  "However, we needed a partner who could better fulfill our customers' needs in a rapidly changing environment, yet also understood our commitment to serving customers and communities.  With Eastern Bank, we have that partner and I look forward to joining Eastern and continue serving our customers."

Founded in 1818, Eastern has evolved into one of the most successful and highly regarded commercial banks in New England, offering a range of lending, cash management, international banking, wealth management and, through its subsidiary Eastern Insurance, business insurance and employee benefits services.

In 2013, for the fifth consecutive year, Eastern outpaced its much larger competitors to rank as the No. 1 U.S. Small Business Administration (SBA) lender in Massachusetts.  It was also the No. 1 SBA lender in New England for the fourth consecutive year, despite not having banking locations outside of Massachusetts.

For the past four years, Eastern has ranked highest or second highest in customer satisfaction among New England Banks in the annual J.D. Power and Associates Retail Banking Satisfaction Study. It has also been one of the Top Places to Work in Massachusetts for six years in the annual employee-based survey from The Boston Globe.

"When we were assessing possible merger partners, it was impossible to ignore Eastern's many accolades for customer service, employee satisfaction and helping small businesses grow," Reilly said.  "We really like this partnership, and the attractive return it provides to our shareholders."

Annually Eastern Bank Corporation has donated an average in excess of 10 percent of its net income to charity, totaling more than $60 million in the past decade, with about $5 million distributed to not-for-profits across Eastern's footprint in 2013 alone, continuing its tradition of giving back to the communities it serves.

At December 31, 2013, Eastern Bank Corporation's consolidated assets were approximately $8.7 billion and Centrix had assets of $909 million.  Centrix and Eastern Bank are both considered well-capitalized under applicable regulatory capital guidelines, and Eastern Bank will be well-capitalized under such standards upon completion of the transaction.

Eastern Bank Corporation has 1,700 employees and more than 90 retail locations.  As of Dec. 31, 2013, it had $5.3 billion in loans, including $3 billion in commercial loans.  Centrix had $677.4 million in loans as of Dec. 31, 2013, roughly three-quarters of which are commercial loans helping businesses in southern and central New Hampshire.

"In addition to better serving existing customers of both banks, we believe the merger will help us attract new customers who want to do business with a community-focused commercial bank," Holbrook said.  "We're looking forward to serving them."

RBC Capital Markets acted as financial advisor to Eastern Bank Corporation, and Keefe, Bruyette & Woods, Inc. acted as financial advisor to Centrix Bank & Trust Company and rendered a fairness opinion to the Board of Directors of Centrix Bank & Trust in conjunction with this transaction.  Goodwin Procter LLP served as legal counsel to Eastern Bank Corporation and Nutter McClennen & Fish LLP served as legal counsel to Centrix Bank & Trust.

About Eastern Bank Corporation

Founded in 1818 and based in Boston, Eastern Bank is the largest and oldest mutual bank in the country, with $8.7 billion in assets and more than 90 branches serving communities from the Merrimack Valley to Cape Cod.  Eastern Bank offers banking, investments and insurance all under one roof, and prides itself on working harder to understand its customers' needs so it can deliver these services in a committed and personal way.  Eastern Bank, which includes Eastern Bank Wealth Management and Eastern Insurance, is a recognized leader in corporate social responsibility and for its advocacy on behalf of a number of social justice causes. For more information, visit www.easternbank.com, www.facebook.com/easternbank and www.twitter.com/easternbank.

About Centrix Bank

Centrix Bank is a full service commercial bank offering highly personalized and responsive service to small and medium-sized businesses, professionals, municipalities and not-for-profit organizations.  By employing a visionary and in-depth consultative approach called C-Beyond, Centrix Bank's talented and experienced professionals deliver the best in customized business banking solutions.  The bank services customers throughout southern New Hampshire and beyond from seven full service offices located in Bedford, Concord, Dover, Manchester, Milford, Nashua and Portsmouth.  Centrix was named to SNL Financial's 2012 list of the top 100 "Best Performing Community Banks" in the U.S., American Banker's 2013 "Top 200 Community Banks" in the U.S., New Hampshire Business Review's 2012 "Best of Business" for Best Bank for Small Business (Local), and Business NH Magazine's 2010 NH's "100 Top Public Companies."  The Bank was honored as the 2013 "Leading Lender" in the U.S. Small Business Administration 504 Loan Program for N.H. and a 2013 "Leadership Bank" in the New Hampshire Bar Foundation's IOLTA Program.  The bank's common shares are quoted on the OTC Bulletin Board (OTCBB) under the symbol "CXBT."  For more about Centrix Bank, please visit centrixbank.com or call (603) 647-4446.  Centrix Bank can also be found on Facebook, LinkedIn and YouTube.

This Press Release contains statements relating to future results of Eastern Bank and Centrix Bank & Trust (including certain projections and business trends) that are considered "forward-looking statements" as defined in the Private Securities Legislation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to changes in political and economic conditions, interest rate fluctuations, competitive product and pricing pressures within the market of the parties, bond market fluctuations, personal and corporate customers' bankruptcies, and inflation, as well as other risks and uncertainties. Forward looking statements also include statements regarding Centrix Bank's beliefs and expectations concerning the likelihood that the merger with Eastern Bank will in fact occur in a timely manner. These statements reflect the current views of Centrix Bank. They are based on numerous assumptions and are subject to numerous risks and uncertainties relating to the proposed merger, including obtaining all requisite regulatory approvals in a timely fashion, obtaining the timely approval of Centrix Bank's shareholders, the absence of events having a material adverse effect on Centrix Bank, satisfaction of all other conditions to the merger, and timely closing of the merger by both parties.

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SOURCE Centrix Bank & Trust