UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTSMerger Agreement • December 5th, 2019 • Cambridge Bancorp • State commercial banks
On December 5, 2019, Cambridge Bancorp, a Massachusetts corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Cambridge Trust Company, the Company’s subsidiary bank (“Cambridge Trust”), Wellesley Bancorp, Inc. (“Wellesley”), and Wellesley Bank, Wellesley’s subsidiary bank (“Wellesley Bank”), pursuant to which Wellesley will merge with and into the Company and Wellesley Bank will merge with and into Cambridge Trust, with the Company and Cambridge Trust as the surviving entities (collectively, the “Mergers”). As a result of the Mergers, each share of Wellesley common stock will be exchanged for 0.580 shares of the Company’s common stock.
