Hometown Financial Group, Inc entered into a definitive merger agreement to acquire Randolph Bancorp, Inc. (NasdaqGM:RNDB) from AllianceBernstein L.P., FJ Capital Management, LLC and others for approximately $140 million on March 28, 2022. Randolph shareholders will receive $27.00 in cash for each share of Randolph common stock. The total transaction value is approximately $146.5 million. If the Merger is not consummated under specified circumstances, including if Randolph terminates the Merger Agreement for a Superior Proposal, Randolph has agreed to pay Hometown a termination fee in the amount of $5.75 million. The Merger Agreement has been unanimously approved by the Boards of Directors of each of Hometown and Randolph. The transaction is subject to certain conditions, including the receipt of required regulatory approvals, Randolph's shareholder approval, and other standard conditions. The shareholders meeting of Randolph Bancorp is scheduled on June 29, 2022. As of June 29, the transaction was approved by shareholders of Randolph Bancorp, Inc. As of September 27, 2022, Hometown and Randolph received all regulatory approvals relating to the deal. The deal is anticipated to close in the fourth quarter of 2022. As of September 27, 2022, the deal is targeted to close on October 7, 2022. Piper Sandler & Co. acted as financial advisor to Hometown Financial Group, Inc. and Scott Brown, Lawrence Spaccasi, Kent Krudys, Marc Levy and Max Seltzer of Luse Gorman, PC served as legal counsel. Jeffrey Hann, Robin Suskind, and Frank Cicero of Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor and Fairness Opinion provider to Randolph Bancorp, Inc. and Samantha M. Kirby of Goodwin Procter LLP acted as legal counsel. Randolph Bancorp, Inc. has retained Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the special meeting and will pay approximately $5,500 plus expenses for these services.

Hometown Financial Group, Inc completed the acquisition of Randolph Bancorp, Inc. (NasdaqGM:RNDB) from AllianceBernstein L.P., FJ Capital Management, LLC and others on October 7, 2022. Pursuant to the Merger Agreement, Randolph merged with Merger Sub, with Randolph surviving, followed immediately by the merger of Randolph into Hometown, with Hometown surviving.