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Bank of New England, Conifer Group Merge

August 14, 1986

BOSTON (AP) _ Directors of Bank of New England Corp. and The Conifer Group Inc. have approved a merger that will form one of the largest banks in New England, with assets of $24 billion, Bank of New England announced.

Bank of New England will be considered the parent company, and the combined banks will have 481 banking offices in Massachusetts, Connecticut, Rhode Island and Maine, Bank of New England said Wednesday in a statement.

The Conifer Group’s eight independent community banks and 121 branch offices, all in Massachusetts, will give the combined institution assets of about $13 billion and a branch network of more than 250 offices in the state, under the agreement.

The merger negated an earlier, unsolicited offer by Fleet Financial Group of Providence to buy Conifer for $540 million.

The merger will result in the creation of five independent subsidiary banks located in Boston, as well as other markets in Massachusetts, said Peter H. McCormick, president of Bank of New England.

Conifer Group President Kenneth McIlraith will become vice chairman and director of the Boston bank and in charge of community banking activities in Massachusetts.

Confifer Chairman William D. Ireland will become vice chairman and director of Bank of New England.

″The combination of two equally strong institutions will enable us to compete more successfully in a rapidly changing financial services industry,″ McIlraith said.

Under the terms of the merger, each share of The Conifer Group stock will be exchanged for between 1.65 and 1.95 shares of Bank of New England common stock, according to a joint statement.

Bank of New England will exchange $62 worth of its stock for each Conifer Group share, and the combined value of the shares received by Conifer Group shareholders is to be $656 million, according to the statement.

The Conifer Group also announced that it has granted Bank of New England an option to purchase up to 3.4 million shares of its common stock at $50 a share, representing about 25 percent of Conifer’s outstanding common stock after exercise of the option.

The merger is subject to approval by Conifer shareholders and the federal Securities and Exchange Commission.

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