Hometown Financial Group, Inc. (“Hometown”), the multi-bank holding company for bankESB, bankHometown and Abington Bank, and Randolph Bancorp, Inc. (NASDAQ: RNDB) (“Randolph”), the bank holding company for Envision Bank, jointly announced today that they have entered into a definitive merger agreement pursuant to which Hometown will acquire Randolph.

Under the terms of the merger agreement, which has been unanimously approved by both boards of directors, Randolph shareholders will receive $27.00 in cash for each share of Randolph common stock. The total transaction value is approximately $146.5 million. The merger is anticipated to close in the fourth quarter of 2022, subject to certain conditions, including the receipt of required regulatory approvals, shareholder approval, and other standard conditions. Randolph’s directors and executive officers who currently own, in the aggregate, approximately 7.65% of Randolph’s outstanding common shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.

As a result of the transaction, Envision Bank will merge with and into Abington Bank to create a $1.4 billion bank with 11 full-service retail locations across the South Shore, including the towns of Abington, Avon, Braintree, Cohasset, Holbrook, Marion, Randolph and Stoughton. Envision’s mortgage division also has lending centers in North Attleborough and Quincy as well as two mortgage offices in Massachusetts and one in southern New Hampshire. As part of the merger agreement, at closing, Hometown will add at least one Randolph director to the Hometown and Abington Bank boards of directors.

The transaction will expand Hometown’s market presence in eastern Massachusetts. Following completion of the transaction, Hometown will have consolidated assets of approximately $4.4 billion and a branch network of 38 full-service offices across Massachusetts and northeastern Connecticut.

“With the addition of Envision Bank, we more than double our full-service locations and assets in eastern Massachusetts,” said Matthew S. Sosik, CEO of Hometown Financial Group, Inc. “We are very excited to share the significant resources of Hometown Financial Group with the employees and customers of Envision Bank.”

“Envision Bank customers will enjoy our enhanced products and services and our business customers will benefit from an increase in lending capacity,” said Andrew Raczka, Abington Bank CEO and President.

This transaction will be the sixth strategic merger for Hometown in the last seven years. In 2015, Hometown acquired Citizens National Bancorp., Inc., based in Putnam, Connecticut, and then merged with Hometown Community Bancorp., MHC, the holding company for Hometown Bank, in 2016. It then acquired Pilgrim Bancshares, Inc., and Abington Bank in 2019, and later that same year merged Millbury Savings Bank with and into bankHometown.

“Our holding company structure brings the best of both worlds to our customers, employees, and communities,” Sosik said. “Each bank has deep roots in the neighborhoods they call home, so each can operate independently to harness its own local branding power while taking advantage of our extensive shared resources that take advantage of size, scale, and efficiency.” Sosik said Hometown Financial Group will continue to seek out additional strategic acquisitions and partnerships with like-minded financial institutions.

“We are very pleased to have reached this agreement. Our shared values and complementary business models make this an ideal partnership,” said William M. Parent, President and CEO of Randolph Bancorp, Inc. “Both organizations are highly respected as leaders in the community and we believe Hometown Financial Group’s focus on innovation and technology will help meet the evolving needs of customers of both Hometown Financial Group and Envision Bank by providing greater access to digital banking tools and an expanded branch network. These enhancements will improve the customer experience and create a stronger banking competitor in eastern Massachusetts.”