Foley Hoag Congratulates Benjamin Franklin Bancorp on Recent Sale to Independent Bank Corp.

May 13, 2009

Foley Hoag congratulates our client Benjamin Franklin Bancorp, Inc. on its recent sale to Independent Bank Corp. (Nasdaq: INDB), parent of Rockland, Massachusetts-based Rockland Trust Company.

Former Benjamin Franklin Bancorp, Inc. shareholders received 0.59 shares of Independent common stock for each share of Benjamin Franklin Bancorp, Inc. common stock they owned.  Based upon Independent’s $18.27 per share closing price on April 9, 2009, the day prior to the closing, the transaction was valued at $10.7793 per share of Benjamin Franklin Bancorp, Inc. common stock, or approximately $84.5 million in the aggregate.  Subsequently, Benjamin Franklin Bancorp’s subsidiary bank, Benjamin Franklin Bank, merged into Independent’s subsidiary bank, Rockland Trust Company, in early May 2009. Benjamin Franklin Directors William P. Bissonnette, Daniel F. O'Brien, and Thomas R. Venables were appointed to the Independent Bank Corp. and Rockland Trust Company Boards of Directors.  Benjamin Franklin Bank, originally headquartered in Franklin, Massachusetts, adds 11 branches to Rockland Trust’s footprint.

The Foley Hoag team handling the transaction includes Carol Pratt, a Partner in the Business Department who specializes in the banking industry; Peter Coogan, Mary Beth Noonan, Terry Martland and Nicola Lemay.

Lawyers in Foley Hoag’s Banking practice regularly represent both acquirers and targets in negotiating (and obtaining shareholder and regulatory approval of) bank merger and acquisition transactions. The group’s services for financial institutions encompass a broad spectrum of transactional and regulatory matters.  The practice is particularly knowledgeable about corporate governance and organizational matters, with years of experience in helping established mutual banks reorganize into mutual holding company form or fully convert to stock form, and in helping de novo bank organizers start up new banks.  General regulatory experience ranges from giving advice on consumer disclosure requirements to advising on regulatory enforcement orders to preparation of customer agreements (such as ACH service agreements and “remote deposit capture” agreements) in compliance with Federal Reserve Board regulations and Automated Clearing House Rules. Public company clients also rely on the firm for advice on matters of securities law and regulation, including specific disclosure issues and Section 16 matters.

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