NB Bancorp, the parent company of Needham Bank, and Provident Bancorp, which owns BankProv, are set to merge in a stock and cash deal worth $211.8m.
The two bank holding firms are currently listed on Nasdaq. Following their merger, BankProv will integrate into Needham.
Under the merger terms, unanimously approved by both companies’ boards, Provident shareholders can choose to receive either 0.691 shares of Needham stock or $13 in cash for each Provident share.
However, allocation procedures will ensure that half of Provident shares will receive stock consideration. The deal is structured as a tax-free reorganisation and aims to offer a tax-free exchange for Provident shareholders.
Needham plans to issue approximately 5.9 million shares as part of the merger.
Completion of the merger is anticipated in late 2025, pending regulatory approvals and a majority vote from Provident shareholders. No vote from Needham’s shareholders is required, as Provident directors and executives have committed to voting in favour of the merger.
Joseph Reilly, president and CEO of Provident, will join the board of Needham and Needham Bank post-merger.
Reilly said: “Both organisations have a long history of serving our communities with a focus on ‘relationships, agility and entrepreneurship’ in banking. Combined, we will offer an expanded product line of commercial and consumer products that will provide real value to our market areas.”
Needham Bank, headquartered in Needham, Massachusetts, has been serving clients since 1892.
The merged entity will operate 18 branches across Massachusetts and Southern New Hampshire with projected total assets of approximately $7.1bn, total deposits around $5.9bn, and total loans of $6.1bn at closing. This will position it as the sixth largest Massachusetts-based bank by deposit market share in the Boston Metropolitan Statistical Area (MSA).
BankProv was established in 1828 and operates seven branches along the North Shore of Massachusetts and New Hampshire with an additional loan office in Florida.
Needham chairman, president and CEO Joseph Campanelli said: “This merger allows Needham Bank to expand into attractive market areas on the Massachusetts North Shore and in Southern New Hampshire where we already have a concentration of business clients.
“While we have a strong record of organic growth, this merger allows us to further leverage the capital we raised in late 2023 and continue to grow and expand our existing client base with branches in new markets.”
Financial advisory services were provided by Keefe Bruyette & Woods for Needham and Piper Sandler & Co for Provident. Legal counsel was provided by Nutter McClennen & Fish for Needham and Luse Gorman, PC for Provident.
