Provident Bancorp, NB Bancorp announce final proration of merger consideration

NB Bancorp (NBBK) and Provident Bancorp (PVBC) entered into an agreement and plan of merger among Needham, Needham Bank, 1828 MS, a wholly owned subsidiary of Needham formed solely to facilitate the transaction as Merger Sub, Provident and BankProv. Needham and Provident anticipate that Needham’s acquisition of Provident and Provident Bank will be completed on November 15 at 12:01 a.m. ET, when Merger Sub will merge with and into Provident. Immediately following the Merger, Provident will merge with and into Needham, with Needham as the surviving entity and following the Holdco Merger, BankProv will merge with and into Needham Bank, with Needham Bank as the surviving entity. Each share of Provident common stock will be converted automatically into the right to receive either 0.691 shares of Needham common stock per share of Provident common stock, or $13.00 per share in cash of Provident common stock. Each restricted share of Provident common stock that was outstanding prior to the effective time will become fully vested and will convert automatically into the right to receive the merger consideration, with the same election right as all other shares of Provident common stock. Each share of Needham common stock outstanding prior to the effective time will remain outstanding and will be unaffected by the merger. The allocation and proration provisions in the merger agreement are designed to ensure that the total number of shares of Provident common stock entitled to receive the stock consideration will be equal to 50% of the aggregate number of shares of Provident common stock issued and outstanding immediately prior to the effective time. Needham estimates that it will issue a total of approximately 5,944,350 shares of Needham common stock in the Merger. On a pro forma basis as of November 12, after giving effect to the merger agreement, there would have been a total of approximately 45,770,800 shares of Needham common stock outstanding.