Cambridge Bancorp, the parent company of Cambridge Trust Company, and Eastern Bankshares, Inc., 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 $528 million ("the merger").

Key Highlights:

• Each share of Cambridge common stock will be exchanged for 4.956 shares of Eastern common stock, a 24% premium to Cambridge's thirty-day volume weighted average price
• Merger will create a $27 billion combined franchise and further solidify Eastern as the largest community bank in Massachusetts and New Hampshire by deposits
• Merger will create the largest bank-owned Independent Investment Advisor in Massachusetts and the tenth largest overall in Massachusetts
• Eastern plans to welcome Denis Sheahan, President and CEO of Cambridge, to its executive team as CEO

Cambridge and Eastern Merger

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 $528 million 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 Chief Operating Officer.  Both Mr. Sheahan and Mr. Miller will report directly to Bob Rivers, who will serve as Executive Chair and Chair of the Board of Directors.  In addition to Mr. Sheahan, three Cambridge directors are expected to be elected to Eastern's Board of Directors in connection with the closing.

Given the distinction of the Cambridge Trust brand in the banks' shared local markets, the combined wealth management and private banking divisions will operate under the Cambridge Trust brand and leadership.

As of June 30, 2023, Cambridge had approximately $5.5 billion of total assets, $4.0 billion of total loans, $4.4 billion of total deposits and $4.4 billion of client assets under management and administration ("AUMA").  Upon completion of the merger, the combined company is expected to have approximately $27.1 billion in total assets, $18.0 billion of total loans, $22.6 billion of deposits and $7.6 billion of AUMA.

"I've long admired the success of Cambridge Trust under Denis's leadership, and I'm excited to welcome Denis and the Cambridge team to Eastern," said Bob Rivers, Chief Executive Officer and Chair of the Board of Eastern Bankshares, Inc. and Eastern Bank.  "As we set our sights on the future, the enhanced capabilities and financial strength created by this merger will allow us to further position Eastern as the region's local financial partner of choice, delivering enhanced value for our customers and shareholders, greater support for our communities, and increased opportunities for our colleagues."

Sheahan commented, "I am delighted to be a part of bringing together two terrific companies who share common values and vision.  I know the Cambridge Trust team will rise to the opportunity ahead and I look forward to working with our colleagues at Eastern as we integrate and deliver exceptional service to our clients."

The merger is expected to be completed during the first quarter of 2024, subject to certain conditions, including the receipt of required regulatory approvals; and approval by Cambridge and Eastern shareholders.  All Cambridge directors and executive officers and their affiliates with voting power have agreed to vote in favor of the merger.

BofA Securities, Inc. served as financial advisor and Hogan Lovells US LLP provided legal counsel to Cambridge. J.P. Morgan Securities LLC served as financial advisor and Nutter McClennen & Fish LLP provided legal counsel to Eastern.