Note 2 - Merger |
6 Months Ended |
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Jun. 30, 2025 | |
| Notes to Financial Statements | |
| Business Combination [Text Block] |
(2) Merger
On June 5, 2025, NB Bancorp, Inc. (the “Buyer”), Needham Bank, a wholly-owned subsidiary of the Buyer, 1828 MS, Inc., a wholly owned subsidiary of the Buyer formed solely to facilitate the transaction (the “Merger Sub” and together with the Buyer and Needham Bank, “Needham”), the Company and the Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Needham will acquire the Company and the Bank through the merger of the Merger Sub with and into the Company (the “Merger”) followed as soon as reasonably practicable by the merger of the Company with and into the Buyer, with the Buyer as the surviving entity (the “Holdco Merger”). After the Holdco Merger, at a time selected by Buyer, the Bank will merge with and into Needham Bank, with Needham Bank as the surviving entity.
Prior to the effective time of the Merger, shareholders of the Company will have the right to elect to receive for each share of the Company’s common stock either (i) 0.691 shares of the Buyer’s common stock (the “Stock Consideration”) or (ii) $13.00 in cash, subject to proration procedures to ensure that holders of 50% of the shares of the Company’s common stock receive the Stock Consideration.
The completion of the Merger is subject to various closing conditions, including the receipt of shareholder and regulatory approvals.
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