CAMBRIDGE BANCORP (OTCMKTS:CATC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 1, 2020, Cambridge Bancorp (NASDAQ: CATC) (“Cambridge”), completed its previously announced acquisition of Wellesley Bancorp, Inc. (“Wellesley”), to an Agreement and Plan of Merger, dated as of December 5, 2019 (the “Merger Agreement”), by and between Cambridge, Cambridge Trust Company, Wellesley and Wellesley Bank. Under the terms of the Merger Agreement, (i) Wellesley merged with and into Cambridge, with Cambridge being the surviving entity and (ii) Wellesley Bank merged with and into Cambridge Trust Company with Cambridge Trust Company being the surviving entity (the “Merger”).
As a result of the Merger, each share of Wellesley common stock was converted into the right to receive 0.580 shares of common stock, par value $1.00 per share, of Cambridge, with cash paid in lieu of fractional shares (the “Merger Consideration”). Also, each option to purchase Wellesley common stock was converted into the right to receive a cash payment equal to $32.42 less the option exercise price, if such amount was greater than zero.
A copy of Cambridge’s press release dated June 1, 2020, announcing the completion of the Merger is attached hereto as Exhibit 99.1.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Cambridge’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2019, and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with and effective upon completion of the Merger, and in accordance with the terms of the Merger Agreement, the Board of Directors of the Cambridge (the “Board”) appointed Thomas J. Fontaine, Simon R. Gerlin and Kathryn M. Hinderhofer to the Board. In addition, Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer were each appointed to the Board of Directors of Cambridge Trust Company.
Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer will each hold office until the Company’s 2021 annual meeting of shareholders, and will be nominated by the Board to stand for re-election at the Company’s 2021 annual meeting of shareholders for a term expiring in 2024.
There have been no transactions involving Mr. Fontaine, Mr. Gerlin and Ms. Hinderhofer that would require disclosure under Item 404(a) of Regulation S-K.
As non-employee members of the Board, Mr. Gerlin and Ms. Hinderhofer will be entitled to the director compensation set forth in the Company’s proxy statement filed with the SEC on March 19, 2020, and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
The following exhibits are furnished with this report on Form 8-K:
CAMBRIDGE BANCORP Exhibit
EX-99.1 2 catc-ex991_6.htm EX-99.1 catc-ex991_6.htm EX: 99.1 Cambridge Bancorp Announces Completion of Merger with Wellesley Bancorp,…
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About CAMBRIDGE BANCORP (OTCMKTS:CATC)
Cambridge Bancorp is a bank holding company. The Company’s segment is community banking business, which consists of commercial banking, consumer banking, and trust and investment management services. Cambridge Trust Company (the Bank) is a subsidiary of the Company. The Bank offers a range of commercial and consumer banking services through its network of over 10 banking offices in Massachusetts. The Bank is engaged in the business of attracting deposits from the public and investing those deposits. The Bank invests those funds in various types of loans, including residential and commercial real estate, and a range of commercial and consumer loans. The Bank also invests its deposits and borrowed funds in investment securities, and has over three Massachusetts Security Corporations, including CTC Security Corporation, CTC Security Corporation II and CTC Security Corporation III.