Independent Bank Corporation to Acquire Falmouth Bancorp for 4.67 Times Revenue

Weekly Corporate Growth Report, Jan 19, 2004

The Deal; Independent Bank Corporation has signed a definitive agreement to acquire Falmouth Bancorp in a cash and stock deal valued at about $36.9 million. Individual shares making up half of Falmouth's outstanding shares will be converted into 1.28 shares of Independent Bank, while the other half will be purchased for $38 each in cash. About $2.5 million will be paid to Falmouth Bancorp option holders in exchange for the cancellation of their options. The deal has been approved by the boards of both companies. Approvals are still required from Falmouth shareholders and regulatory authorities. The deal is expected to close by the middle of 2004.

Discussion: Falmouth Bancorp is the holding company for Falmouth Co-operative Bank, which is also known as Falmouth Bank. Founded in 1925, the bank operates four branches on Cape Cod in Massachusetts. The bank's loan portfolio consists of residential mortgages, and commercial real estate, home equity, business, and consumer loans.

Independent Bank Corporation is the holding company for Rockland Trust Company, which operates in southeastern Massachusetts through bank branches, commercial lending centers, investment management offices, and mortgage banking centers.

The acquisition will give Independent Bank the number two deposit market share position in the Falmouth, Massachusetts area.