Cambridge Bancorp and Eastern Bankshares enter into definitive merger agreement

Cambridge Bancorp (CATC), the parent company of Cambridge Trust Company, and Eastern Bankshares (EBC), the stock holding company for Eastern Bank, announced they have entered into a definitive merger agreement pursuant to which Cambridge will merge with and into Eastern in an all-stock transaction valued at approximately $528M. Under the terms of the merger agreement, which has been unanimously approved by both boards of directors, each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock. Eastern anticipates issuing approximately 39.4 million shares of its common stock in the merger. Based upon Eastern’s $13.41 per share closing price on September 18, 2023, the transaction is valued at approximately $528M and the aggregate consideration represents 114% of Cambridge’s tangible book value and a 24% premium to Cambridge’s thirty-day volume weighted average price. Upon closing, Denis Sheahan, Chairman, President and CEO of Cambridge, will become the CEO of Eastern and will join Eastern’s Board of Directors. Eastern’s President Quincy Miller will be promoted to Vice Chair, President, and COO. Both Sheahan and Miller will report directly to Bob Rivers, who will serve as Executive Chair and Chair of the Board of Directors. In addition to Sheahan, three Cambridge directors are expected to be elected to Eastern’s Board of Directors in connection with the closing. The merger is expected to be completed during the Q1of 2024, subject to certain conditions, including the receipt of required regulatory approvals; and approval by Cambridge and Eastern shareholders. BofA Securities served as financial advisor and Hogan Lovells US provided legal counsel to Cambridge. J.P. Morgan Securities served as financial advisor and Nutter McClennen & Fish provided legal counsel to Eastern.