Press Release

Shareholders of Optima Bank & Trust Company Approve Merger with Cambridge Trust Company

Company Release - 3/15/2019 8:00 AM ET

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- On March 14, 2019, shareholders of Optima Bank & Trust (“Optima”) approved an Agreement and Plan of Merger, dated as of December 5, 2018, among Cambridge Bancorp (the “Company”), Cambridge Trust Company and Optima (the "Merger Agreement"), pursuant to which Optima will merge with and into Cambridge Trust Company. At the effective time of the merger, each outstanding share of Optima common stock will be converted into the right to receive $32.00 in cash or 0.3468 shares of Company common stock. Optima shareholders have the right to elect cash, Company stock, or a mix of cash and Company stock, in exchange for their shares of Optima stock, subject to proration that will ensure that 95% of Optima shares will be exchanged for the Company’s stock, with the remaining 5% to be exchanged for cash. The merger remains subject to regulatory approval and other customary closing conditions. The merger is expected to close in the second quarter of 2019.

Shareholders of Optima will be receiving a Letter of Election and Transmittal that will enable them to elect the form of merger consideration they wish to receive. The Letter of Election and Transmittal must be signed and returned to American Stock Transfer and Trust LLC, together with the Optima stock certificates for which an election is being made, by 5:00 p.m., Eastern Time, Friday, April 12, 2019.

The Company’s common stock is listed on the NASDAQ under the trading symbol “CATC”.

About Cambridge Bancorp

Cambridge Bancorp, the parent company of Cambridge Trust Company, is based in Cambridge, Massachusetts. Cambridge Trust Company is a 128-year-old Massachusetts chartered commercial bank with approximately $2.1 billion in assets and 10 Massachusetts locations in Cambridge, Boston, Belmont, Concord, Lexington, and Weston. Cambridge Trust Company is one of New England’s leaders in private banking and wealth management with $2.9 billion in client assets under management and administration. The Wealth Management group maintains offices in Boston, Massachusetts and Concord, Manchester, and Portsmouth, New Hampshire.

Forward-looking Statements

Certain statements herein may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about the Company and its industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding the Company’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to the Company, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following: delays in completing the proposed merger, difficulties in achieving cost savings from the proposed merger or achieving such cost savings within the expected time frame, difficulties in integrating Optima and Cambridge Trust Company, economic conditions being less favorable than expected, disruptions to the credit and financial markets, weakness in the real estate market, legislative, regulatory or accounting changes that adversely affect the Company’s business and/or competitive position, the Dodd-Frank Act’s consumer protection regulations, disruptions in the Company’s ability to access the capital markets and other factors that are described in the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year end December 31, 2017, which the Company filed on March 21, 2018. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

Cambridge Bancorp
Michael F. Carotenuto
Chief Financial Officer

Source: Cambridge Bancorp