THE BOSTON FIVE BANCORP, INC. REACHES DEFINITIVE AGREEMENT TO BE ACQUIRED BY CITIZENS FINANCIAL GROUP, INC.
BOSTON, April 13 /PRNewswire/ -- The Boston Five Bancorp, Inc. (NASDAQ: BFCS) announced today that it has reached an agreement to be acquired by Citizens Financial Group, Inc. of Providence, R.I. The acquisition agreement was signed late yesterday following its approval by the board of directors of the two companies. The Boston Five Bancorp is the holding company of The Boston Five Cents Savings Bank, FSB. Citizens Financial Group is owned by The Royal Bank of Scotland Group plc. The acquisition agreement calls for Citizens Financial to pay holders of Boston Five common stock approximately $95 million, or $13 per share, in an all-cash transaction. The $13 per share purchase price is subject to upward adjustment if the transaction is not closed by Oct. 11, 1993. Citizens Financial has completed its due diligence and the acquisition is now subject to approval by banking regulators and by stockholders of The Boston Five and certain other conditions. Until the transaction is consummated The Boston Five will continue to operate independently. The Boston Five has total assets of $1.7 billion and is one of the oldest savings banks in New England. It operates 25 retail banking offices in the Greater Boston market with total deposits of $1.5 billion. The Boston Five is a significant originator, seller and servicer of residential first mortgages. In 1992 it originated $1.57 billion in residential mortgages. It currently services $3.8 billion in residential mortgages, including $3 billion for investors. The Boston Five operates 15 loan production offices in five New England states. It also originates mortgages through a network of correspondent originators in New England and seven other Northeastern states. Outside Massachusetts its mortgage origination activity is conducted through The Boston Five Mortgage Corporation, Inc., a wholly-owned subsidiary. Peter J. Blampied, chairman, president and CEO of The Boston Five, said, "The Boston Five's board of directors believes that the acquisition of The Boston Five by Citizens Financial is in the best interest of Boston Five stockholders. We have been successful in returning The Boston Five to profitability while maintaining and enhancing our consumer banking and mortgage banking franchises. It is clear, however, that the process of further rebuilding and expansion would require substantial time and additional capital." Lawrence K. Fish, chairman, president and CEO of Citizens Financial, commented, "We plan to make The Boston Five the foundation of our expansion plans in Massachusetts. We feel it is the finest mortgage banking operation in New England. The Boston Five is a fine institution with fine people who share our values." In connection with the agreement, The Boston Five has granted Citizens Financial an option, exercisable under certain circumstances, to acquire 15 percent of the then outstanding Boston Five common stock, at a price of $13 per share. Citizens Financial, with total assets of $4.6 billion at Dec. 31, 1992, is a financial services holding company based in Providence, R.I. Its major subsidiaries are Citizens Savings Bank and Citizens Trust Company, both headquartered in Providence; Gulf States Mortgage Co., Inc., based in Atlanta; and Citizens Bank of Massachusetts, headquartered in Fairhaven, Mass. Citizens Bank of Massachusetts currently operates 11 offices in southeastern Massachusetts. Since 1988, Citizens Financial Group, Inc. has been a wholly-owned subsidiary of The Royal Bank of Scotland, headquartered in Edinburgh, Scotland. -0- 4/13/93 /CONTACT: Vernon L. Blodgett, Jr., senior vice president of The Boston Five Bancorp., 617-742-6000 ext. 2106/ (BFCS)
CO: The Boston Five; Citizens Financial Group, Inc. ST: Massachusetts, Rhode Island IN: FIN SU: TNM
CH -- NE006 -- 5095 04/13/93 09:24 EDT
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|Date:||Apr 13, 1993|
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