Independent Bank Corp. · NASDAQ:INDB
Independent Bank — Merger or Acquisition (May 2012)
17 slides from Independent Bank's merger presentation, May 1, 2012
Slide 1: Acquisition of Central Bancorp, Inc.
Exhibit 99.1 Independent Bank Corp. Parent of Rockland Trust Acquisition of Central Bancorp, Inc. May 1, 2012 NASDAQ: INDB NASDAQ: CEBK
Slide 2: Forward-looking statements and additional information
Independent (within forward-looking Statement those INDB Relations” Information”. the Information regarding merger proposed documents, and when thethe of and CEBK and meaning about Bank Central merger. itinterests INDB the then becomes statements. because at Proxy the Corp. under the of and Bancorp,
Slide 3: Strategic Rationale
Independent back the opportunity U.S. period ¹ –Largest for •Significantly Bank improved Corp. population Parent efficiencies increases ofofany Rockland footprint county –Attractive Trust ininNew eastern platform Strategic England Middlesex for Rationale (~1.5 broader County, million) •Attractive IN
Slide 4: Central Bancorp Overview
Independent Boston, –Tang. (67) Statements, service CEBK Comm. high MA(10) excluding school •Central Bank Equity: Note: Corp. branch operates TDR’s Financial $33mm Parent in Woburn Central 10 –LTM ofdata branches Rockland as full (1) Net ofservice Income: December across Trustbranches Middlesex Over
Slide 5: Footprint – Highly Attractive Markets
Independent Bank INDB/CEBK Proforma Corp.MA Parent Total of Population Rockland Trust (Thou.) Central 2011Bancorp. Source: SNL Footprint Financial – Highly Attractive Markets 5 $62.1 $68.3 $77.8 MA INDB CEBK Median HH Income ($ Thou.) 2011 4,246 6,569
Slide 6: Capitalizing on Rockland Trust Brand
Independent presence Major Opportunities • Knowledgeable Bank Corp. Parent bankers of Rockland CEBK Customer Trust 6 Investment Base Capitalizing Management on Rockland Commercial Trust Brand Banking • Top-rated Retail/ Consumer customer•satisfaction $2 Bil. AUM • Electronic • Wealth/Institutional b
Slide 7: Central Loan Portfolio and Deposit Base
Independent $64.3mm, (2)Commercial Multifamily, 19%Bank $63.7mm, loans Jumbo Corp. includes Time, 15% Parent CRE, $69.5mm, CRE, of Rockland $109.1mm, multifamily 21%Trust $333 26% and Stable Mil C&I, C&I •Cost Core C&D, loans ofDeposit deposits: Source: Consumer, Base SNL 0.52%1 $11.1mm, Demand, Fin
Slide 8: Detailed Due Diligence Completed
Independent assist conservative Financial in detailed Detailed Bank estimates loan Corp. Duereview of Diligence Parent credit •85% of losses Completed Rockland of commercial for both Trust performing loans •Comprehensive (CRE, and non-performing multifamily, review ofC&I) allportfolios operations re
Slide 9: Summary of Key Terms
Independent range 1,690,951 1.1165x; to 1.0533x in INDB’s ifshares Summary INDB’s Bankstock outstanding Corp. stock ofprice Key Parent price (6% Terms and prior ofup 73,589 Rockland or to down) last options regulatory Trust to support outstanding •Consideration: approval $32.00 with isconsideration;
Slide 10: Transaction Pricing
Independent 2011 (excludes loss Premium$263.2mm8.4%7.6%Price inwhere securities) $48,000 target BankSource: is Corp. inheadquartered realized Parent SNLloss Financial of in Rockland in / securities) MRQ NewPricing England EPS Trust (4)Central’s ³INDB Annualized$0.6946.5x25.2xPrice 10with (1)Financia
Slide 11: Key Financial Assumptions and Expectations
Independent •Core depositBank intangible: Corp. Parent 1.5% •Gross of Rockland loan mark: Trust$11.2 Key Assumptions million pretax•Cost (2.7% savings of loans) –Pretax •Central’s $6.6 million SBLF preferred (41% of CEBK stock to base) be repaid –75%($10 realized million) in 2013 11 Financial •One t
Slide 12: Attractive Financial Transaction
Independent capital additional levels capital Bank at close raise Corp. with (1)Based Parent TCE of/on TA Rockland analyst earn-back consensus Trust period 12 •7% estimates of 2.25 E.P.S. years (2)Pro accretive •TCE forma /inTA: 2013, to 6.5% include 7 –•Adjusted 8% thethereafter1 tax deductibility
Slide 13: Conclusions
Independent •Significant record Conclusions •Benjamin efficiencies BankFranklin Corp.from Parent Bancorp full ofintegration Rockland ($981mmTrust •Conservative in assets; 13 •Expands November credit andmarks 2008) enhances •Effective •Slade’s existing Ferry capital INDB Bancorp deployment branch ($6
Slide 14: Appendix: Central Bancorp Overview
Independent chartered Central Company. and lending loans became co-operative for Inservices; Bank 1999, education, a public Corp. Central including bank home company Parent Bancorp, to improvement provide savings of by Rockland Inc. converting savings and became checking and Trust deposits other tot
Slide 15: Appendix: Central Bancorp Financial Overview
Appendix: aco-operative Central including home $571,245 Deposits Equity $20.93 (1.12%) 87.6% Assets 18.53% 0.06% Diluted public improvement Diluted 0.29% 6.29% $37,702 $19.40 Bancorp, Shares 16.92% company 0.36% $388,573 $575,827 savings Overview bank Loan 6.43% Profitability Earnings 1,452,000 0.33
Slide 16: Appendix: Loan and Deposit Mix
I24.8% 47.0% Commercial 100.0% NDEPENDENT& BANK 402,910 2,305,570 0.29% 0.52% CORP. Industrial 10.4% 58.4%0.31% 237,085($Parent 154,501 Multifamily 56.3% of& in46.4% Rockland thousands) 639,995 2,460,071 CRE Demand 1-4 Trust 14.8% Family 57.5%Appendix: 950,441 Deposits Loan Residential 397,673 24.5%
Slide 17: Contact Information
Independent Bank Corp. Parent of Rockland Appendix: Deposit Mix NASDAQ Ticker: INDB www.rocklandtrust.com Denis Sheahan—CFO Shareholder Relations: Jennifer Kingston (781) 878-6100