Item 2.01. Completion of Acquisition or Disposition of Assets.
On
In addition, pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Meridian Common Stock became fully vested (to the extent unvested) and was canceled in exchange for an amount of cash equal to the excess of the per share cash equivalent of the Merger Consideration (calculated in accordance with the Merger Agreement) over the exercise price per share of the applicable option. Additionally, pursuant to the Merger Agreement, at the Effective Time, each award of restricted shares of Meridian Common Stock became fully vested and was converted into the right to receive the Merger Consideration.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Prior to the Effective Time, shares of Meridian Common Stock were listed and
traded on the NASDAQ Global Select Market ("NASDAQ") under the trading symbol
"EBSB." On
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, the holders of Meridian Common Stock immediately before the Merger ceased to have any rights as stockholders of Meridian (other than their right to receive the Merger Consideration) and will instead have the rights of common stockholders of Independent.
Item 5.01. Changes in Control of Registrant. As a result of the consummation of the Merger, Independent became the beneficial owner of all shares of Meridian Common Stock and Meridian became a wholly owned subsidiary of Independent. Immediately after the Merger was consummated, Meridian merged with and into Independent, with Independent continuing as the surviving entity. The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. --------------------------------------------------------------------------------
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, each of the members of
the Board of Directors of Meridian as of immediately prior to the Effective Time
resigned from their positions as members of the Board of Directors and from any
and all committees of the Board of Directors on which they served, and were
replaced by the directors of Merger Sub,
Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Merger Agreement, at the Effective Time, the charter of Meridian and the bylaws of Meridian were amended and restated in their entirety. The Articles of Amendment and Restatement of the Charter of Meridian and the Bylaws of Meridian are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 22, 2021 , by and amongIndependent Bank Corp. ,Rockland Trust Company ,Bradford Merger Sub Inc. ,Meridian Bancorp, Inc. andEast Boston Savings Bank (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onApril 28, 2021 ) 3.1 Articles of Amendment and Restatement of the Charter of Meridian, datedNovember 12, 2021 3.2 Bylaws of Meridian, datedNovember 12, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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