Prnewswireยท2025-06-05 20:38Core Viewpoint - NB Bancorp, Inc. and Provident Bancorp, Inc. have entered into a definitive merger agreement, with Provident merging into Needham in a stock and cash transaction valued at approximately $211.8 million [2][3] Summary by Sections Merger Agreement - The merger agreement was unanimously approved by both boards, allowing Provident stockholders to choose between receiving 0.691 shares of Needham common stock or $13.00 in cash for each share of Provident common stock [2] - The transaction is structured to qualify as a tax-free reorganization for federal income tax purposes [2] Financial Implications - Needham anticipates issuing approximately 5.9 million shares of its common stock as part of the merger [2] - The transaction is expected to dilute Needham's tangible book value by approximately 6.1% and has an earn back period of about 2.7 years [2] - The merger is projected to be approximately 19% accretive to NB Bancorp's earnings per share in 2026, assuming full phase-in of cost savings [6] Operational Impact - The combined organization will operate 18 branches across Metrowest, Greater Boston, the North Shore in Massachusetts, and Southern New Hampshire [4] - Total assets at transaction close are expected to be around $7.1 billion, with $5.9 billion in total deposits and $6.1 billion in total loans [4] Leadership and Governance - Joseph B. Reilly, President and CEO of Provident, will join the board of directors of Needham and Needham Bank [3] - All Provident directors and executive officers have agreed to vote in favor of the merger [3] Market Position - The pro forma company is expected to be the sixth largest Massachusetts-based bank in the Boston MSA based on deposit market share [4] - Needham will maintain significant liquidity and exceed regulatory minimums to be considered well-capitalized after the merger [4]