Daily News: December 6, 2018

Cambridge Bancorp, Optima Bank & Trust to Merge

Cambridge Bancorp, the holding company for Cambridge Trust, agreed to acquire Optima Bank & Trust, with Optima merging with and into Cambridge in a stock and cash transaction valued at approximately $67 million.

Under the terms of the agreement, each share of Optima common stock will be exchanged for either 0.3468 shares of Cambridge common stock, or $32.00 in cash, subject to customary pro-ration procedures which will result in an aggregate stock/cash consideration mix of 95%/5%. On a pro forma basis, the transaction is expected to be approximately 3.6% accretive to Cambridge’s 2020 earnings per share and approximately 3.8% dilutive to tangible book value per share with an earnback period of approximately 3.4 years.

Optima’s comprehensive banking services will enhance and expand Cambridge’s southern New Hampshire presence with the addition of six full service branch locations to complement Cambridge’s three existing wealth management offices in the state.

“Our merger with Optima Bank is a natural fit and consistent with our growth strategy to become the premier private bank and wealth management company throughout greater Boston and Southern New Hampshire,” said Denis Sheahan, CEO of Cambridge Trust. “By joining forces, we’ll be able to provide our wealth management clients in New Hampshire with access to a full suite of private banking services and convenient office locations, while clients of Optima Bank will benefit from Cambridge Trust’s comprehensive investment management, wealth planning, and trust services.”

Optima Chairman, President and CEO Daniel Morrison, along with other key members of the Optima team, will remain with Cambridge to help drive the combined company’s future growth in southern New Hampshire. Morrison will also join the board of directors of both Cambridge Bancorp and Cambridge Trust Company.

Both companies’ boards of directors approved the transaction, with closing expected during the second quarter of 2019, subject to Optima shareholder and regulatory approval and other customary closing conditions.

Keefe, Bruyette & Woods served as financial advisor and provided a fairness opinion to Cambridge Bancorp, and Hogan Lovells served as its legal counsel. Sandler O’Neill & Partners served as financial advisor and provided a fairness opinion to Optima, and Goodwin Procter served as its legal counsel.

Founded 128 years ago and based in Cambridge, MA, Cambridge Trust has approximately $2 billion in assets and 10 Massachusetts locations in Cambridge, Boston, Belmont, Concord, Lexington and Weston.

Founded in 2008 and headquartered in Portsmouth, NH, Optima Bank & Trust has approximately $524 million in total assets and operates six New Hampshire locations in Portsmouth, Dover, Stratham, North Hampton, and Bedford.