Middlesex Savings Bank and Strata
Bank Announce Merger
Strata brand to be merged ~
no jobs eliminated
December 8, 2008 — NATICK, Mass.
and MEDWAY, Mass., Dec.8/PRNewswire --
Middlesex Savings Bank, Service Bancorp, MHC, Service Bancorp, Inc.
(OTC Bulletin Board: SERC), and Strata Bank announced today the signing
of an Agreement and Plan of Merger (the "Agreement"), under which Strata
Bank will be merged into Middlesex Savings Bank.
John R. Heerwagen, Chairman,
President and Chief Executive Officer of Middlesex Savings Bank, said:
"Strata Bank has served its customers and communities well for over 135
years. It has built an outstanding franchise and earned a terrific
reputation for customer service and community commitment. We look
forward to building upon that tradition and bringing greater convenience
not only to Strata customers but to the customers of
Middlesex as well."
Edward A. Hjerpe, III, Interim
President and Chief Executive Officer of Service Bancorp, Inc. and
Strata Bank, said: "Middlesex is a great community bank, and Strata Bank
is proud to partner with them. The merger is a natural combination of
both franchises. It will give Strata customers the convenience of
continuing to bank in their current communities, as well as access to
many more branches and ATMs. In addition, our customers will gain access
to even more competitive products and services. As part of the
transaction, Strata will re-mutualize, returning to our roots as a
mutual bank, and simultaneously team with one of the largest and
strongest mutual banks in the state."
Middlesex Savings Bank is a Massachusetts savings
bank. Strata Bank is a Massachusetts stock savings
bank, which is wholly owned by Service Bancorp, Inc., a majority-owned
subsidiary of Service Bancorp, MHC, a Massachusetts
mutual holding company.
Pursuant to the Agreement, the mutual holding company structure of
Service Bancorp, MHC will be eliminated and Strata Bank will re-mutualize
and merge with Middlesex Savings Bank. The public stockholders of
Service Bancorp, Inc. will receive $28.00 in cash in
exchange for each share of common stock.
The Agreement has been approved by the Middlesex Savings Bank Board of
Trustees, the Boards of Directors of Service Bancorp, Inc. and Strata
Bank, and the Service Bancorp, MHC Board of Trustees. The transaction is
subject to several conditions, including the receipt of regulatory
approvals and the approval of the stockholders of Service Bancorp, Inc.
and the corporators of Service Bancorp, MHC and a mutual holding company
to be formed by Middlesex Savings Bank. It is anticipated that the
transaction will be completed in the spring of 2009, at which time
Middlesex Savings Bank will begin the integration of systems, data and
personnel. While this will include a review of all staffing needs,
Middlesex does intend to retain all Strata branch personnel.
The integration is expected to be completed by the end of the summer of
2009 and will enable each bank's respective customers to utilize the
entire branch and ATM network of the new combined entity.
Middlesex Savings Bank is advised by RBC Capital Markets Corporation,
and its legal counsel is Goodwin Procter LLP. Strata Bank is advised by
Keefe, Bruyette & Woods, and its legal counsel is Nutter McClennen &
Fish LLP.
Middlesex Savings Bank is a mutual savings bank
founded in 1835 and headquartered in Natick. It is
the largest independent bank in central Massachusetts
with assets exceeding $3.5 billion. The FDIC and DIF
insured bank has 25 branch offices located in
Acton, Ashland,
Bedford, Boxborough,
Concord, Framingham,
Groton, Holliston,
Hopkinton, Littleton,
Maynard, Medfield,
Millis, Natick,
Needham, Southborough,
Sudbury, Wayland,
Wellesley, and Westford. For more
information, visit
www.middlesexbank.com.
Service Bancorp, Inc. is the bank holding company of
Strata Bank. Strata Bank serves the communities centrally located
between Boston, MA, Worcester, MA
and Providence, RI. Established in 1871, Strata
Bank, which also is insured by the FDIC and DIF, has assets of nearly
$400 million and operates eight full service offices in
Bellingham,
Franklin, Hopkinton,
Medfield, Medway,
Milford and Millis. For more
information, visit
www.stratabank.com. |
