Item 1.01 Entry into Material Definitive Agreement
Merger Agreement
On
Under the terms of the Merger Agreement, at the effective time of the Merger,
(i) each holder of Century Class A common stock will receive a cash payment of
The Merger Agreement contains customary representations, warranties and covenants of Century and Eastern, including, among others, covenants relating to the conduct of Century's business during the period between the execution of the Merger Agreement and the consummation of the Merger. The various representations, warranties and covenants that Century and Eastern made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the contract between Century and Eastern, are solely for the benefit of the parties to the Merger Agreement, are not intended as statements of fact to be relied upon by shareholders of Century, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between Century and Eastern rather than establishing matters as facts.
The Merger Agreement provides each of Century and Eastern with certain
termination rights. If the Merger is not consummated under specified
circumstances, including if Century or Eastern terminates the Merger Agreement
under certain circumstances and Century enters into an alternative merger
transaction within 12 months of the termination, Century has agreed to pay
Eastern a termination fee in the amount of approximately
The consummation of the Merger is subject to customary closing conditions, including the receipt of regulatory approval and Century shareholder approval. The affirmative vote of the holders of a majority of Century's Class A common stock and Century Class B common stock, voting separately by class, is required to approve the Merger Agreement. The approval of Eastern's shareholders is not required. The Merger is currently expected to be completed during the fourth quarter of 2021.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference in its entirety
Voting Agreements
Simultaneously with the execution of the Merger Agreement, Century's directors and executive officers and certain of their affiliates have entered into voting agreements with Eastern to vote in favor of the Merger Agreement (collectively, the "Voting Agreements") at special meeting of Century's shareholders to be held for such purpose. In the aggregate, Century's shareholders who have entered into the Voting Agreements control the right to vote 2.5% of the Class A common stock and 93.2% of the Class B common stock. The Voting Agreements terminate upon the termination of the Merger Agreement in accordance with their respective terms.
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The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Voting Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
Except for the historical information contained herein, this report may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as
amended. Investors are cautioned that forward-looking statements are inherently
uncertain. Actual performance and results of operations may differ materially
from those projected or suggested in the forward-looking statements due to
certain risks and uncertainties, including, without limitation, (i) the fact of
the indeterminant length and extent of the economic contraction resulting from
the COVID-19 pandemic, (ii) the fact that Century's business, financial
condition and results of operation have been or may be negatively impacted by
the extent and duration of the COVID-19 pandemic, (iii) the fact that consumer
behavior may change due to changing political, business and economic conditions,
including increased unemployment, or legislative or regulatory initiatives,
(iv) the fact that Century's success is dependent to a significant extent upon
general economic conditions in
Additional Information and Where to Find It
In connection with the proposed merger, Century will provide its shareholders
with a proxy statement and other relevant documents concerning the proposed
transaction. Eastern will also file relevant materials in connection with its
proposed acquisition of Eastern. Shareholders of Century are urged to read the
proxy statement and other relevant documents and any amendments or supplements
to those documents, because they will contain important information which should
be considered before making any decision regarding the transaction. A free copy
of the proxy statement, as well as other filings containing information about
Century and Eastern, when they become available, may be obtained at the
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. . . Item 8.01 Other Events
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits 2.1 Agreement and Plan of Merger by and among Eastern Bankshares, Inc.,Clarion Acquisition Corp. ,Century Bancorp, Inc. andCentury Bank and Trust Company , dated as ofApril 7, 2021 99.1 Form of Voting Agreement 99.2 Press Release datedApril 7, 2021 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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