As filed with the Securities and Exchange Commission on July 9, 2018.

File No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

INDEPENDENT BANK CORP.

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation or organization)

6022

(Primary Standard Industrial Classification Code Number)

04-2870273

(IRS Employer Identification Number)

Office Address: 2036 Washington Street, Hanover, Massachusetts 02339

Mailing Address: 288 Union Street, Rockland, Massachusetts 02370

(781) 878-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward H. Seksay, Esq.

General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781) 982-6158

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and the completion of the arrangement as described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The Registrant amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation, or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

[MNB Bancorp Logo]

Dear MNB Bancorp Shareholders:

You are cordially invited to attend a special meeting of shareholders of MNB Bancorp (“MNB”) to be held at [●], local time, on [●], 2018 at [●]. At the special meeting, you will be asked to consider and vote upon a proposal to approve an agreement and plan of merger (the “merger agreement”) that provides for MNB to merge with and into Independent Bank Corp. (“Independent”), as well as to vote upon a proposal to authorize the board of directors of MNB to adjourn the special meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the agreement and plan of merger or to vote on other matters properly before the special meeting.

If the proposed merger is completed, MNB’s shareholders will receive in exchange for each share of MNB common stock, either (i) $275.00 in cash or (ii) 3.55 shares of Independent common stock in accordance with the terms and conditions of the merger agreement. You will have the opportunity to elect to receive cash or Independent common stock, or a combination of cash and Independent common stock, for your shares of MNB common stock, subject to allocation procedures designed to ensure that 75% of the outstanding shares of MNB common stock will be converted into shares of Independent common stock and 25% will be converted into cash. You will receive a separate mailing that will contain instructions for making your election. MNB’s common stock is not listed on any stock exchange or the over-the-counter marketplace. Independent’s common stock is listed on the Nasdaq Global Select Market under the trading symbol “INDB” and the closing sales price of Independent common stock on [●], 2018, the last practicable trading day prior to the mailing of this document, was $[●]. The equivalent value of the stock consideration to be paid in the merger for each share of MNB common stock, calculated by multiplying the [●], 2018 closing price of Independent common stock by the 3.55 exchange ratio, would be $[●]. The market price for Independent common stock will fluctuate both prior and subsequent to the merger. We urge you to obtain current market quotations for Independent common stock.

If the market price of Independent common stock falls substantially, both in absolute terms (that is, a volume weighted average trading price below $60.09) and by comparison to a market capitalization-weighted index of the stock of banking companies that comprise the Nasdaq Bank Index, MNB may terminate the merger agreement. However, if MNB seeks to exercise that termination right, Independent may negate the termination by increasing the exchange ratio from 3.55 shares to a formula amount determined in accordance with the merger agreement, as described in this proxy statement and prospectus.

Independent and MNB cannot complete the proposed merger unless MNB’s shareholders approve the merger agreement and the merger at the special meeting. This letter is accompanied by MNB’s proxy statement, which MNB is providing to solicit your proxy to vote for approval of the merger agreement and the merger at the meeting. The accompanying document is also being delivered to MNB’s shareholders as Independent’s prospectus for its offering of Independent common stock to MNB’s shareholders in the merger.

MNB’s board of directors has unanimously recommended that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, at the special meeting and “FOR” approval of the authorization of the board of directors of MNB to adjourn the special meeting, if necessary, to permit further solicitation of proxies on the proposal to approve the agreement and plan of merger and to vote on other matters properly before the special meeting.

This proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about Independent and MNB and related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 12 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Your vote is very important. Approval of the MNB merger agreement proposal will require the affirmative vote of the holders of at least two-thirds of the outstanding shares of MNB common stock entitled to vote. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card. If you do not vote in person or by proxy, it will have the same effect as a vote against the proposal to approve the merger.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the proposed merger, the issuance of Independent common stock to be issued in connection with the merger or the other transactions described in this proxy statement/prospectus, or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Independent common stock are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or by any other federal or state governmental agency.

This proxy statement/prospectus is dated [●], 2018 and is first being mailed or otherwise delivered to shareholders of MNB on or about [●], 2018.

MNB BANCORP

300 East Main Street

Milford, Massachusetts 01757

(508) 634-4100

Notice of Special Meeting of Shareholders

to be held [●], 2018

To the shareholders of MNB Bancorp:

A special meeting of shareholders of MNB Bancorp (“MNB”) will be held at [●], local time, on [●], 2018 at [●]. Any adjournment or postponement of the special meeting will be held at the same location.

The purpose of the special meeting is to:

You may vote at the special meeting if you were a shareholder of record at the close of business on [●], 2018.

The MNB board of directors unanimously recommends that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and “FOR” approval of the authorization of the board of directors of MNB to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the MNB merger agreement proposal or to vote on other matters properly before the special meeting.

Under the provisions of the Massachusetts Business Corporation Act, as amended, the holders of MNB common stock are entitled to dissenters’ rights of appraisal in connection with the merger.

Your vote is very important regardless of how many shares you own. Whether or not you plan to attend the special meeting, please promptly vote your shares. Voting procedures are described in the accompanying proxy statement/prospectus and on the proxy card.

IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE CALL DANIEL R. DEVINE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF MNB BANCORP, AT (508) 244-5140.

REFERENCE TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Independent from other documents that are not included in, or delivered with, this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. We have listed the documents containing this information on page [●] of this proxy statement/prospectus. You can obtain copies of these documents incorporated by reference in this document through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephone from Independent at the following address:

For business and financial information about Independent, please contact:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

Attention: Edward H. Seksay, General Counsel

(781) 982-6158

If you would like to request documents, you must do so no later than [●], 2018 in order to receive them before MNB’s special meeting. You will not be charged for any of these documents that you request.

For additional information regarding where you can find information about Independent and MNB, please see the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus. The information contained in this proxy statement/prospectus with respect to Independent and its subsidiaries was provided by Independent and the information contained in this proxy statement/prospectus with respect to MNB and its subsidiaries was provided by MNB.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETING OF MNB’S SHAREHOLDERS

Independent’s common stock is listed on the Nasdaq Global Select Market under the trading symbol “INDB.” Independent will not issue fractional shares of its common stock in the merger, but will instead pay cash for any fractional shares at a price determined by the volume weighted average closing price of Independent common stock on the Nasdaq Global Select Market for the five trading days ending on the fifth trading day immediately preceding the closing date of the merger, which is referred to in this proxy statement/prospectus as the “Closing VWAP.”

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MNB’s shareholders are also being asked to authorize the board of directors of MNB to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the MNB merger agreement proposal or to vote on other matters properly before the special meeting. We refer to this proposal as the “MNB adjournment proposal.”

MNB’s board of directors also unanimously recommends that MNB’s shareholders vote “FOR” approval of the MNB adjournment proposal.

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Assuming a quorum is present at the MNB special meeting, approval of the MNB adjournment proposal will require the affirmative vote of a majority of the shares voted on the MNB adjournment proposal. Abstentions and broker non-votes will not affect whether the MNB adjournment proposal is approved.

Proxies must be received by [●], 2018.

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MNB Bancorp

300 East Main Street

Milford, Massachusetts 01757

(508) 634-4100

Attention: Kathrine Baldwin, Corporate Secretary

MNB Bancorp

300 East Main Street

(508) 244-5140

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Forward-Looking Information,” MNB’s shareholders should carefully consider the following risks before deciding whether to vote for approval of the merger agreement. In addition, shareholders of MNB should read and consider the risks associated with Independent, which can be found in Independent’s annual report on Form 10-K for the year ended December 31, 2017, which report is incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” beginning on page [●].

Risks Related to the Merger

Absent an exercise by MNB of its “walk away” right and a subsequent “top up” election by Independent, the exchange ratio used to determine the stock consideration in the merger will be 3.55 and will not change due to changes in the market value of Independent common stock before the completion of the merger, regardless of how significant such changes might be.

Upon completion of the merger, each share of MNB common stock will be converted into the right to receive either (i) $275.00 in cash or (2) 3.55 shares of Independent common stock. The exchange ratio used to determine the stock consideration will not increase based on fluctuations in the market price of Independent common stock regardless of how far the price of Independent common stock falls, except in the event Independent’s stock drops beyond certain levels and MNB exercises its “walk away” right and Independent subsequently exercises its right to “top up” the stock consideration to void the “walk away” right. The market value of Independent common stock has varied since Independent and MNB entered into the merger agreement and will continue to vary in the future due to changes in the business, operations or prospects of Independent, market assessments of the merger, regulatory considerations, market and economic considerations, and other factors both within and beyond the control of Independent. Therefore, at the time of the special meeting, MNB’s shareholders will not know or be able to calculate the market value of the Independent common stock they will receive upon completion of the merger. For example, based on the range of closing prices of Independent common stock during the period from May 29, 2018, the last trading day before public announcement of the merger, through [●], 2018, the last practicable date before the date of this document, the exchange ratio represented a market value ranging from a low of $[●] to a high of $[●] for each share of MNB common stock exchanged for the stock consideration.

Because the market price of Independent common stock will fluctuate, MNB shareholders cannot be sure of the trading price of the stock portion of the merger consideration they will receive and the price of Independent might decrease after the merger.

Upon completion of the merger, each share of MNB common stock will be converted into the right to receive merger consideration consisting of either (i) $275.00 in cash or (2) 3.55 shares of Independent common stock. MNB does not have the right under the merger agreement to increase the exchange ratio in the merger agreement in the event of any decline in the stock price of Independent prior to the merger. There also will be a period of time between the date when MNB shareholders vote on the merger agreement and the date when the merger is completed. The market price of Independent common stock may vary between the date of this proxy statement/prospectus, the date of the MNB special meeting, and the date of completion of the merger. For example, during the twelve-month period ending on [●], 2018 (the last practicable date before the date of this document), the closing price of Independent common stock varied from a low of  $[●] to a high of  $[●] and ended that period at $[●]. The market value of Independent common stock fluctuates based upon general market economic conditions, Independent’s business and prospects and other factors. Many of these factors are beyond the control of Independent or MNB and are not necessarily related to a change in the financial performance or condition of Independent or MNB. As the market price for shares of Independent will fluctuate, based on

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numerous factors, the value of the shares of Independent common stock that an MNB shareholder will receive in the merger will correspondingly fluctuate. It is impossible to predict accurately the market price of Independent common stock after completion of the merger. Accordingly, the price of Independent common stock on the date of the special meeting may not be indicative of the price of Independent common stock immediately prior to completion of the merger and the price of Independent common stock after the merger is completed. Independent’s common stock is listed on the Nasdaq Global Select Market under the symbol “INDB.” We urge you to obtain current market quotations for Independent common stock on a regular basis.

MNB’s shareholders may receive a form of consideration different from what they elect.

The consideration to be received by MNB’s shareholders in the merger is subject to the requirement that 75% of the shares of MNB common stock be exchanged for Independent common stock and 25% be exchanged for cash. The merger agreement contains proration and allocation procedures to achieve this desired result. If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in Independent common stock. If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash.

The fairness opinion obtained by MNB from its financial advisor does not reflect potential changes in circumstances that may occur after the date of the fairness opinion.

Sandler, MNB’s financial advisor in connection with the merger, has delivered to the board of directors of MNB its opinion dated May 29, 2018. The opinion of Sandler states that as of the date of such opinion, and based upon and subject to the factors and assumptions set forth in the opinion, the merger consideration to be paid to the holders of shares of MNB common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The opinion does not reflect potential changes that may occur or may have occurred after the date of such opinion, including changes to the operations and prospects of MNB or Independent, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors, may materially alter or affect the conclusion reached in such opinion.

MNB will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on MNB and, consequently, on Independent. These uncertainties may impair MNB’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that deal with MNB to seek to change existing business relationships with MNB. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with Independent. If key employees depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with Independent, Independent’s business following the merger could be harmed. In addition, the merger agreement restricts MNB from taking certain actions without the consent of Independent until the merger occurs. These restrictions may prevent MNB from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement –Conduct of Business Pending the Merger” of this proxy statement/prospectus for a description of the restrictive covenants to which MNB is subject.

Independent may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Independent’s and MNB’s businesses is more difficult than expected.

The success of the merger will depend, in part, on our ability to successfully combine the businesses of Independent and MNB. Independent may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of MNB or Independent may cause us to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each

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company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect Independent, MNB or both during the transition period, resulting in adverse effects on Independent following the merger. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated.

Some of the directors and executive officers of MNB may have interests and arrangements that may have influenced their decisions to support and recommend that you approve the merger.

The interests of some of the directors and executive officers of MNB may be different from those of MNB shareholders, and certain directors and executive officers of MNB may be participants in arrangements that are different from, or are in addition to, those of MNB shareholders, including agreements in settlement of obligations to such officers under pre-existing change in control agreements, a non-competition, non-solicitation and market consulting agreement with Rockland Trust, and provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of MNB for events occurring before the merger. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Merger – Interests of MNB’s Executive Officers and Directors in the Merger” beginning on page [●].

The merger agreement limits MNB’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that limit MNB’s ability to solicit, initiate, encourage or take any actions to facilitate competing third-party proposals to acquire all or substantially all of MNB. These provisions, which include a $1,600,000 termination fee or the reimbursement of up to $550,000 in Independent’s expenses, payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of MNB from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire MNB than it might otherwise have proposed to pay.

Regulatory approvals may not be received, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated.

Before the merger may be completed, certain approvals or consents must be obtained from the various bank regulatory and other authorities of the United States and the Commonwealth of Massachusetts. These governmental entities, including the Federal Reserve Board, the FDIC and the Massachusetts Division of Banks, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Independent and MNB do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Independent following the merger, any of which might have a material adverse effect on Independent following the merger. Independent is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “Burdensome Condition” as defined in the merger agreement.

There can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals. For more information, see the section entitled “The Merger – Regulatory Approvals Required to Complete the Merger” of this proxy statement/prospectus beginning on page [●].

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If the merger is not consummated by March 31, 2019, either Independent or MNB may choose not to proceed with the merger.

Either Independent or MNB may terminate the merger agreement if the merger has not been completed by March 31, 2019, unless the failure of the merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

The shares of Independent common stock to be received by MNB shareholders as a result of the merger will have different rights from the shares of MNB common stock.

The rights associated with MNB common stock are different from the rights associated with Independent common stock. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Shareholders of MNB and Independent” beginning on page [●] for a discussion of the different rights associated with Independent common stock.

Shareholders of MNB will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

As a result of the merger, the percentage ownership of every MNB shareholder in the combined company will be smaller than the shareholder’s percentage ownership of MNB prior to the merger. Independent estimates that upon completion of the merger, current MNB shareholders will own approximately 2% of the outstanding shares of Independent common stock, and current Independent shareholders will own approximately 98% of Independent common stock.

Failure to complete the merger could negatively impact the future business and financial results of MNB.

If the merger is not completed, the ongoing business of MNB may be adversely affected and MNB will be subject to several risks, including the following:

In addition, if the merger is not completed, MNB may experience negative reactions from its customers and employees. MNB also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against MNB to perform its obligations under the merger agreement. If the merger is not completed, MNB cannot assure its shareholders that the risks described above will not materialize and will not materially affect the business and financial results of MNB.

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Risks Related to Independent’s Business

You should read and consider risk factors specific to Independent’s business that will also affect the combined company after the merger is consummated. These risks are described in the sections entitled “Risk Factors” in Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference forward-looking statements regarding the financial condition, results of operations, earnings outlook, and business prospects of Independent, MNB and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for forward-looking terminology such as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms.

The forward-looking statements involve certain assumptions, risks, and uncertainties. In particular, the ability of either Independent or MNB to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. You are therefore cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed elsewhere in this proxy statement/prospectus under “Risk Factors”, as well as the following:

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All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Independent or MNB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Independent and MNB undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

Per Share Market Price Information of Independent Common Stock

Independent common stock trades on the Nasdaq Global Select Market under the symbol “INDB.” MNB common stock is not traded publicly. The following presents the closing sale prices of Independent common stock on May 29, 2018, the last trading day before we announced the merger agreement, and [●], 2018, the last practicable trading day prior to mailing this document. MNB common stock is not actively traded. As a result, the closing sale prices of MNB common stock on May 29, 2018, the last trading day before we announced the merger agreement, and on [●], 2018, the last practicable trading day prior to mailing this document, are not available. The table also represents the equivalent value of the stock consideration to be paid to MNB shareholders who elect to receive Independent common stock in the merger for each share of MNB common stock that they own on those dates, calculated by multiplying the closing price of Independent common stock on those dates by an exchange ratio of 3.55, which represents the shares of Independent common stock that MNB shareholders who elect to receive Independent common stock will receive in the merger for each share of MNB common stock that they own.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to MNB shareholders in determining whether to approve the merger agreement. MNB shareholders are urged to obtain current market quotations for Independent common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to approve the merger agreement. See the section entitled “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus.

Comparative Stock Prices and Dividends

Independent common stock is listed on the Nasdaq Global Select Market under the symbol “INDB.” The following table sets forth, for the periods indicated, the high and low closing prices per share of Independent common stock as reported by the Nasdaq Global Select Market. The table also provides information as to dividends declared per share of Independent common stock. MNB common stock is not traded publicly, and MNB did not declare any cash dividends in the first or second quarters of 2018 or for any quarter in 2017 and 2016. MNB has also not declared any cash dividends through July 6th of the third quarter of 2018. As of [●], 2018, there were [●] shares of Independent common stock issued and outstanding and approximately [●] shareholders of record and [●] shares of MNB common stock issued and outstanding and approximately [●] shareholders of record.

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After completion of the merger, the timing and amount of the payment of dividends will be at the discretion of Independent’s board of directors and will be determined after consideration of various factors, including level of earnings, cash requirements, and financial condition.

The merger agreement prohibits MNB from declaring or paying any cash dividends during the time period between the signing of the merger agreement and the closing of the merger.

Unaudited Comparative Per Share Data

The table that follows presents, for both Independent and MNB, historical information with respect to earnings, dividends, and book value on a per share basis. The table also presents preliminary pro forma information for both companies on a per share basis.

The preliminary pro forma information as of and for the year ended December 31, 2017 assumes that the merger became effective on January 1, 2017 and assumes total merger consideration of approximately $50.7 million, consisting of approximately $13.7 million in cash and 529,425 shares of Independent common stock to be paid or issued to holders of MNB common stock upon completion of the merger. The number of shares of Independent common stock was calculated based on 198,845 shares of MNB common stock outstanding on December 31, 2017.

The preliminary pro forma information as of and for the three months ended March 31, 2018 assumes that the merger became effective on January 1, 2018 and assumes total merger consideration of approximately $51.6 million, consisting of approximately $13.7 million in cash and 529,425 shares of Independent common stock to be paid or issued to holders of MNB common stock upon completion of the merger. The number of shares of Independent common stock was calculated based on 198,845 shares of MNB common stock outstanding on March 31, 2018.

The preliminary pro forma equivalent per share information shown for MNB in the following table was obtained by multiplying the pro forma per share amounts shown for Independent by the exchange ratio of 3.55. The actual number of shares to be issued by Independent in the merger will also depend on the number of shares of MNB common stock outstanding immediately prior to the effective date of the merger.

The preliminary pro forma financial information includes estimated adjustments to record MNB’s assets and liabilities at their respective fair values based on Independent’s management’s best estimate using the information available at this time. The preliminary pro forma adjustments may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after the completion of a final analysis to determine the fair values of MNB’s tangible and identifiable intangible assets and liabilities as of the closing date. The final purchase price adjustments may differ materially from the preliminary pro forma adjustments. Increases or decreases in the fair value of certain balance sheet amounts and other items of MNB as compared to the information presented in this document may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of adjusted assets and liabilities.

It is anticipated that the merger will provide Independent with financial benefits, such as possible expense efficiencies and revenue enhancements, among other factors, although no assurances can be given that these benefits will actually be achieved. The impact of these benefits has not been reflected in the preliminary pro forma financial information. As required, the preliminary pro forma financial information includes adjustments that give effect to events that are directly attributable to the merger and factually supportable. As a result, any planned adjustments affecting the balance sheet, income statement, or shares of common stock outstanding subsequent to the assumed completion date of the merger have not been included.

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The preliminary pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the merger actually been completed as of or at the beginning of each period presented nor does it indicate future results for any interim or full-year period.

The information in the following table is derived from and should be read in conjunction with the historical consolidated financial statements and the notes thereto for Independent contained in this proxy statement/prospectus or incorporated into this document by reference.

Summary Financial Information

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Independent Selected Historical Financial and Operating Data

The following table provides summary historical consolidated financial condition data for Independent as of the end of each of the fiscal years in the five-year period ended December 31, 2017 and operating and per share data and operating ratios for each of the corresponding fiscal years and as of the end of each of the three months ended March 31, 2018 and March 31, 2017 and for the corresponding fiscal periods. The annual historical consolidated financial condition, operating and per share data, and operating ratios have been derived in part from Independent’s audited financial statements and related notes incorporated by reference into this document. The historical consolidated financial condition, operating and per share data, and operating ratios as of the end of each of the three months ended March 31, 2018 and March 31, 2017 and for the corresponding fiscal periods have been derived from Independent’s unaudited financial statements and related notes incorporated by reference into this document and are not necessarily indicative of the results that may be expected for the full year. The following information is only a summary and you should read it in conjunction with Independent’s financial statements and related notes incorporated by reference into this document.

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MNB Selected Historical Consolidated Financial Data

The following table provides summary historical consolidated financial data for MNB as of the end of and for each of the fiscal years in the five-year period ended December 31, 2017 and as of the end of and for the three months ended March 31, 2018 and March 31, 2017. The historical consolidated financial data as of the end of and for each of the fiscal years in the five-year period ended December 31, 2017 have been derived in part from MNB’s audited financial statements and related notes. The historical consolidated financial data as of the end of and for the three months ended March 31, 2018 and March 31, 2017 have been derived from MNB’s unaudited financial statements and related notes and are not necessarily indicative of the results that may be expected for the full year or any other interim period.

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THE SPECIAL MEETING OF MNB SHAREHOLDERS

This proxy statement/prospectus is being provided to holders of MNB common stock as MNB’s proxy statement in connection with the solicitation of proxies by and on behalf of its board of directors to be voted at the special meeting of MNB shareholders to be held on [●], 2018, and at any adjournment or postponement of the special meeting. This proxy statement/prospectus is also being provided to you as Independent’s prospectus in connection with the offer and sale by Independent of its shares of common stock as a result of the proposed merger.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held as follows:

Date: [●], 2018

Time: [●], Local Time

Place: [●]

Purpose of the Special Meeting

At the special meeting, MNB shareholders will be asked to:

Recommendation of MNB’s Board of Directors

MNB’s board of directors has unanimously determined that the merger agreement and the merger are advisable to MNB and its shareholders and, accordingly, unanimously recommends that MNB’s shareholders vote “FOR” the MNB merger agreement proposal and “FOR” the MNB adjournment proposal.

Record Date; Shares Entitled to Vote

You are entitled to vote if the records of MNB show that you held shares of MNB common stock as of the close of business on [●], 2018. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, [●] shares of MNB common stock were outstanding. Each share of common stock has one vote on each matter presented to shareholders. If you are a beneficial owner of shares of MNB common stock held in “street name” and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

We will have a quorum and will be able to conduct the business of the special meeting only if a majority of the outstanding shares of MNB common stock entitled to vote is represented in person or by proxy at the special meeting. If you return a valid proxy card or attend the meeting in person, your shares will be counted for determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of MNB common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

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Approval of the MNB merger agreement proposal will require the affirmative vote of at least two-thirds of the outstanding shares of MNB common stock entitled to vote at the special meeting. Failure to return a properly executed proxy card or to vote in person will have the same effect as a vote against the proposal. Broker non-votes and abstentions from voting will have the same effect as voting against the proposal.

The affirmative vote of a majority of the shares voted on the MNB adjournment proposal is required to approve the MNB adjournment proposal. Broker non-votes and abstentions from voting will have no effect on the proposal.

MNB Voting Agreements

As of the record date of [●], 2018, the directors of MNB and the spouse of Kevin P. Meehan, Chairman of the Board of MNB, individually or jointly owned an aggregate of [●] shares of MNB common stock. This equals approximately [●]% of the outstanding shares of MNB common stock. All of MNB’s directors and Mr. Meehan’s spouse entered into voting agreements with Independent pursuant to which they agreed to vote these shares of MNB common stock in favor of the MNB merger agreement proposal. Because the holders of more than two-thirds of the outstanding shares of MNB common stock have already committed to vote in favor of the merger, absent a breach of the voting agreements, the approval of the merger is assured. As of the same date, neither Independent nor any its subsidiaries, directors or executive officers owned any shares of MNB common stock. For more information about the MNB voting agreements, see “Voting Agreements.”

Voting of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, MNB recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

MNB shareholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank, or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet. If your shares are held in “street name” and you wish to vote in person at the special meeting, you will have to obtain a “legal proxy” from your record holder entitling you to vote at the special meeting.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. If you are the record holder of your shares of MNB common stock and submit your proxy without specifying a voting instruction, your shares of MNB common stock will be voted “FOR” the MNB merger agreement proposal and “FOR” the MNB adjournment proposal. If you return an incomplete instruction card to your broker, bank or other nominee, that nominee will not vote your shares with respect to any matter.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

MNB Bancorp

Attention: Kathrine Baldwin, Corporate Secretary

300 East Main Street

Milford, Massachusetts 01757

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Voting in Person

If you plan to attend the MNB special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the MNB special meeting, you must bring additional documentation from the broker, bank, or other nominee in order to vote your shares. Whether or not you plan to attend the MNB special meeting, MNB requests that you complete, sign, date, and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting in person at the MNB special meeting but will assure that your vote is counted if you are unable to attend.

Proxy Solicitation

MNB is soliciting your proxy. MNB will pay for this proxy solicitation. In addition to soliciting proxies by mail, directors, officers, and employees of MNB and Milford National may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. MNB will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Dissenters’ Rights of Appraisal

Under applicable Massachusetts law, the holders of MNB common stock are entitled to dissenters’ rights of appraisal in connection with the merger.

Section 13.02(a)(1) of the Massachusetts Business Corporation Act generally provides that shareholders of Massachusetts corporations are entitled to assert appraisal rights in the event of a merger and to receive payment in cash for the fair value of their shares of stock instead of the merger consideration. MNB has concluded that MNB shareholders are entitled to exercise appraisal rights in connection with the proposed merger with Independent. MNB shareholders electing to exercise dissenters’ rights must comply with the provisions of Section 13 of the Massachusetts Business Corporation Act. A copy of the applicable portions of the Massachusetts Business Corporation Act is attached to this proxy statement/prospectus as Annex C. Failure to follow those provisions exactly could result in a loss of appraisal rights, in which case dissenting shareholders will receive the merger consideration with respect to their shares.

MNB shareholders who are entitled to vote on the merger and who would like to assert their appraisal rights are required to do the following pursuant to Section 13 of the Massachusetts Business Corporation Act:

Section 13 of the Massachusetts Business Corporation Act requires that Independent deliver, within 10 days after the effective date of the merger, a written appraisal notice and forms containing certain information to all

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shareholders who have properly complied with the procedures for demanding appraisal. Shareholders who have received such notice and wish to exercise appraisal rights must make certain certifications to Independent and deposit their share certificates with Independent in order to perfect their appraisal rights. Each shareholder that has properly perfected their appraisal rights will be entitled to a cash payment of the estimated fair value of the shares, plus interest but subject to any applicable withholding taxes, within 30 days of the written appraisal notice and forms’ due date, except for shareholders who acquired their shares on or after May 29, 2018, who are not entitled to payment until they accept the offer from Independent. A shareholder that fails to execute and return the forms, and comply with the terms stated therein, will not be entitled to a payment.

If a dissenting shareholder believes that the amount paid or offered to be paid by Independent is less than the fair value of their shares, the dissenting shareholder is required, within 30 days of receipt of the payment or offer of payment, to notify Independent in writing of the shareholder’s own estimate of the fair value of the shares and demand payment of that amount plus interest, less any payment received. If the shareholder’s demand for payment is not settled within 60 days of Independent’s receipt thereof, Independent is required to petition the court to determine the fair value of the shares and accrued interest or, if the petition is not made, to pay the amount demanded plus interest to the dissenting shareholder.

The foregoing summary is not intended to be a complete statement of the procedures for exercising appraisal rights under Massachusetts law. Any shareholder who believes they are entitled to appraisal rights and wishes to preserve those rights should carefully review Sections 13.01 through 13.31 of the Massachusetts Business Corporation Act, which are attached as Annex C to this proxy statement/prospectus, which set forth the procedures to be complied with in perfecting any such rights. Shareholders who wish to dissent from the merger and pursue their appraisal rights should consult with legal counsel to ensure strict compliance with statutory procedures and avoid the loss of any appraisal rights to which they may be entitled. Dissenting shareholders should also consult with a tax advisor regarding the tax consequences of exercising their appraisal rights under Massachusetts law.

Stock Certificates

You should not send in any certificates representing MNB common stock at this time. If the merger is approved, you will receive separate instructions for the exchange of your certificates representing MNB common stock. For more information regarding these instructions, please see the section in this document titled “The Merger Agreement – Exchange of MNB Stock Certificate for Merger Consideration” beginning on page [●] of this document.

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PROPOSAL NO. 1

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER

At the MNB special meeting, shareholders will consider and vote on the MNB merger agreement proposal. Details about the merger, including each party’s reasons for the merger, the effect of approval of the agreement and plan of merger and the timing of effectiveness of the merger, are discussed in the section entitled “The Merger” beginning on page [●] of this document.

Approval of the MNB merger agreement proposal requires the affirmative vote of the holders of at least two-thirds of the shares of MNB common stock entitled to vote at the special meeting.

MNB’s board of directors unanimously recommends that MNB shareholders vote “FOR” approval of the MNB merger agreement proposal.

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PROPOSAL NO. 2

APPROVAL OF MNB TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES

MNB is submitting a proposal for consideration at the MNB special meeting to authorize the named proxies to authorize the board of directors of MNB to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the MNB merger agreement proposal or to vote on other matters properly before the special meeting. Even though a quorum may be present at the MNB special meeting, it is possible that MNB may not have received sufficient votes to approve the MNB merger agreement proposal by the time of the meeting. In that event, the board of directors of MNB would need to adjourn the MNB special meeting in order to solicit additional proxies. This proposal relates only to authorization of the board of directors of MNB to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the MNB merger agreement proposal or to vote on other matters properly before the special meeting. If the MNB special meeting is adjourned for less than 30 days, MNB is not required to give notice of the time and place of the adjourned meeting if the new time and place is announced at the special meeting before adjournment, unless the board of directors of MNB fixes a new record date for the MNB special meeting.

Approval of the MNB adjournment proposal requires the presence of a quorum and the affirmative vote of a majority of the shares voted on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

MNB’s board of directors unanimously recommends that MNB shareholders vote “FOR” the MNB adjournment proposal or to vote on other matters properly before the special meeting.

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THE MERGER

The discussion in this proxy statement/prospectus of the merger and the principal terms of the merger agreement are subject to, and are qualified in their entirety by reference to, the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference.

General

The merger is structured as a 75% stock and 25% cash transaction. Under the terms and conditions set forth in the merger agreement, MNB will merge with and into Independent, with Independent surviving the merger. At the effective time of the merger, each share of MNB common stock outstanding immediately prior to the effective time will, by virtue of the merger and without any action on the part of the shareholder, be converted into the right to receive either (i) $275.00 in cash or (ii) 3.55 shares of Independent common stock. The exchange ratio may be adjusted to reflect the effect of any stock split, split-up, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, or other similar change with respect to the common stock of Independent or MNB that occurs before the merger. Independent will not issue any fractional shares of its common stock in the merger, but will instead pay cash (determined on the basis of the Closing VWAP) for any fractional share an MNB shareholder would otherwise receive after aggregating all of his or her shares.

MNB’s shareholders will be able to elect to receive cash, Independent common stock, or a combination of cash and Independent common stock for their shares of MNB common stock. Regardless of an MNB shareholder’s choice, however, elections will be limited by the requirement that 75% of MNB common stock be converted into Independent common stock and 25% be exchanged for cash. Therefore, the allocation of cash and Independent common stock that an MNB shareholder will receive will depend on the elections of other MNB shareholders. The allocation of the consideration payable to MNB’s shareholders will not be known until the exchange agent tallies the results of the cash/stock elections made by MNB’s shareholders. If an MNB shareholder does not make an election, the type of consideration the shareholder will receive will depend on the consideration elected by other MNB shareholders.

Based on the number of shares of MNB common stock outstanding on [●], 2018, of which 75% will be converted to Independent common stock, it is expected that approximately 529,425 shares of Independent common stock will be issued to MNB’s shareholders in connection with the merger, which would represent approximately [●]% of the outstanding Independent common stock (based on the number of shares of Independent common stock outstanding as of [●], 2018 and the number of shares of Independent common stock to be issued to MNB’s shareholders in connection with the merger).

Background of the Merger

In 2012, Kevin P. Meehan purchased a majority of the shares of MNB common stock and became the Chairman of the Board of MNB and Milford National. At all times relevant to this proxy statement/prospectus, Mr. Meehan beneficially owned approximately 62.1% of MNB common stock and his spouse, Patricia M. Meehan, beneficially owned approximately 5.5% of MNB common stock. Therefore, Mr. Meehan and Mrs. Meehan together own approximately 67.6% of MNB common stock.

Christopher Oddleifson, the Chief Executive Officer of Independent and Rockland Trust, has been acquainted with Kristin T. Carvalho, the President and Chief Executive Officer of MNB, for several years. During conversations which occurred prior to March 2018, Mr. Oddleifson indicated to Ms. Carvalho that Independent would have an interest in acquiring MNB if MNB was ever willing to consider a business combination.

In early 2018, Mr. Meehan tentatively decided to recommend that the MNB board of directors explore the possibility of MNB being acquired by a larger banking company in exchange for either cash, stock, or a

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combination of cash and stock. Mr. Meehan was influenced primarily by the increase in the valuation of most publicly traded banking companies in the U.S. during the several months leading up to and following the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017. He also was influenced by the progressively increasing share of revenue that smaller community banks, such as Milford National, were devoting to regulatory compliance and technology costs.

In late February 2018, Mr. Meehan contacted representatives of Sandler to discuss the possibility of MNB engaging Sandler to advise it in connection with a possible sale transaction. Mr. Meehan was generally familiar with Sandler’s reputation as a nationally recognized investment banking firm whose principal business specialty is financial institutions, and in particular, Mr. Meehan was familiar with Sandler’s recent engagements representing banking companies located in Massachusetts in strategic combinations with larger companies.

Representatives of Sandler met with Mr. Meehan on February 27, 2018 to discuss the possibility of Sandler acting as MNB’s exclusive financial adviser and to review recent consolidation activity in the banking industry nationwide and in Massachusetts in particular. A representative of Sandler reviewed with Mr. Meehan a preliminary list of potential transaction partners and outlined various factors that could be expected to affect how a potential transaction partner would value MNB in an acquisition transaction. In addition, a representative of Sandler summarized the relative advantages and disadvantages of various approaches that MNB may choose to assess the interest of potential transaction partners, ranging from a negotiated transaction to a full auction. Representatives of Sandler explained that in a negotiated transaction, Sandler would solicit on behalf of MNB an indication of interest from a banking company perceived to be the party most likely to conclude a transaction on favorable terms, and in a full auction, Sandler would solicit indications of interest from a broad range of interested prospective buyers. Representatives of Sandler also noted that MNB may wish to consider a limited auction in which MNB would solicit indications from a smaller group of prospective transaction partners.

At a meeting of the MNB board of directors on March 2, 2018, Mr. Meehan briefed board members on his discussions with Sandler. Mr. Meehan relayed that industrywide consolidation was continuing in the community bank sector, as industry dynamics, including rising costs associated with compliance, technology, and risk management, increasingly favored larger community banks. Mr. Meehan also relayed Sandler’s observation that the general increase in the valuation of publicly traded banking companies beginning in the fourth quarter of 2017 evidently was the cause of an increase in the valuation of community banks in recent acquisition transactions. Mr. Meehan also briefed the MNB board regarding how a sale process may be structured, and provided the board with Sandler’s list of potential transaction partners.

After extensive discussions, the MNB board of directors authorized Mr. Meehan to engage Sandler to act as MNB’s exclusive financial adviser and, working with representatives of Sandler with the assistance of Ms. Carvalho and other Milford National executives, to seek an indication of interest for MNB’s acquisition from one or more larger banking companies. The MNB board of directors also delegated to Mr. Meehan the authority, in consultation with Sandler and Nutter McClennen & Fish, MNB’s legal counsel, to choose whether to engage in a negotiated transaction or a full or limited auction process, and to negotiate the material terms of an acquisition of MNB. MNB and Sandler entered into an engagement letter as of March 8, 2018.

In March 2018, following Sandler’s engagement, representatives of Sandler met in person and by phone on numerous occasions with Mr. Meehan, Ms. Carvalho, and Daniel R. Devine, Senior Vice President and Chief Financial Officer of MNB and Milford National, to become familiar with the business, financial condition, recent operating results, and prospects of MNB and Milford National. By late March, MNB had prepared, with Sandler’s assistance, a confidential information memorandum for Sandler to use to solicit indications of interest in either a negotiated transaction or an auction process on MNB’s behalf, and MNB, with Sandler’s assistance, began identifying a relatively small number of larger banking companies, including Independent, which MNB expected would have significant interest in acquiring MNB.

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In late March 2018, after considering various alternatives, Mr. Meehan instructed representatives of Sandler to inform Independent that MNB was interested in negotiating exclusively with Independent if it expressed a strong initial interest in acquiring MNB. In choosing to pursue a negotiated transaction with Independent rather than a limited or full auction process, Mr. Meehan considered input from representatives of Sandler and Ms. Carvalho, among other factors, and consulted with Nutter. Based on Ms. Carvalho’s prior discussions with Mr. Oddleifson and Sandler’s familiarity with the recent consolidation in the Massachusetts banking industry, Mr. Meehan had reason to believe that Independent had an interest in expanding its commercial lending in the Worcester County banking market.

A representative of Sandler contacted Independent, provided the draft confidential information memorandum, and informed Independent that although MNB was prepared to solicit bids concurrently from multiple parties, MNB’s preference was to negotiate exclusively with Independent if, after its initial due diligence, Independent expressed strong initial interest in acquiring MNB. Within several days, Independent asked to meet preliminarily with Mr. Meehan and Ms. Carvalho. Independent subsequently entered into a confidentiality agreement with MNB in early April 2018, and scheduled a meeting with Mr. Meehan and Ms. Carvalho for April 13, 2018.

In advance of that meeting, representatives of Sandler provided Mr. Meehan with an overview of Independent, consisting of publicly available historical financial data, publicly available analyst estimates for Independent, an analysis of the market performance of Independent common stock; a summary of Independent’s previous acquisitions; and a preliminary contribution analysis, showing in a hypothetical combination of MNB and Independent. That preliminary contribution analysis showed that Milford National would contribute 2.1% of the combined company’s pre-tax earnings for the twelve months ended December 31, 2017, and 4.0% of its tangible book value if the combination had occurred on December 31, 2017.

On April 13, 2018, Mr. Meehan, Ms. Carvalho and a representative of Sandler met with Mr. Oddleifson, Robert D. Cozzone, Independent’s Chief Financial Officer and Rockland Trust’s Executive Vice President of Consumer and Business Banking, and Gerard F. Nadeau, Rockland Trust’s President and Chief Commercial Banking Officer. Mr. Meehan and Ms. Carvalho described the business, financial condition, recent operating results, and prospects of MNB and Milford National, and the Independent and MNB teams discussed the potential synergies that Independent might achieve in an acquisition of MNB.

On April 17, 2018, Independent delivered to MNB a preliminary, nonbinding expression of interest, proposing a merger of MNB with and into Independent in which 20% of MNB common stock would be acquired by Independent for $275.00 per share in cash, and Independent would exchange 3.754 shares of Independent common stock for each of the remaining shares of MNB common stock, also sometimes referred to as the exchange ratio. Based upon the closing price of Independent stock on the Nasdaq Global Select Market on April 16, 2018 of $73.25, each share of MNB common stock to be exchanged for Independent common stock in the merger had an implied value of $274.98, and in the aggregate, MNB was valued at $54.3 million, representing 201% of MNB’s tangible book value as of March 31, 2018. On the terms proposed, MNB shareholders would have owned approximately 2.1% of Independent common stock outstanding immediately after the merger. The terms proposed in the expression of interest were subject to a customary due diligence review by Independent and its advisors, including an in-depth review of Milford National’s loan portfolio and outstanding contractual commitments, and the negotiation of a definitive merger agreement and ancillary documents.

Independent’s April 17, 2018 expression of interest also specified that Independent was willing to negotiate a definitive merger agreement only if MNB agreed to negotiate exclusively with Independent until May 17, 2018 and if Mr. Meehan agreed in principle to enter into a shareholder agreement to limit the number of shares of Independent common stock that Mr. Meehan could sell post-closing, to restrict Mr. Meehan from acquiring more than 2% of the shares of Independent common stock, and to require Mr. Meehan to follow any recommendation by Independent’s board of directors or management when voting shares of Independent common stock.

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Independent also stated in its expression of interest that it wished to discuss with Mr. Meehan a potential non-competition and consulting agreement that would become effective upon the completion of the merger.

Shortly after receiving the expression of interest, representatives of Sandler presented analyses to Mr. Meehan showing the impact on Independent and MNB shareholders if Independent were to increase to 25% and 30%, respectively, the percentage of MNB common stock that would receive cash in a merger with Independent. Representatives of Sandler also presented its assessment of the hypothetical financial ability of various larger banking companies headquartered in southern New England to offer terms that would be financially superior to those in Independent’s expression of interest. Sandler considered two categories of potential acquirers: eight publicly traded banking companies and ten mutual banking companies. For each group, representatives of Sandler assumed a transaction in which MNB would be valued at 201% of its tangible book value as of March 31, 2018. For the publicly traded group, representatives of Sandler assumed that 20% of MNB common stock would receive cash and the remaining MNB common stock would receive buyer common stock, and for the mutual group, representatives of Sandler assumed that MNB shareholders would receive only cash. Taking into account publicly available financial data, including, where available, analyst estimates for 2019 earnings per share for the publicly traded companies, representatives of Sandler estimated the extent to which such a merger would increase (i.e., be accretive to) or decrease (i.e., be dilutive to) the buyer’s earnings per share in 2019 and 2020. Representatives of Sandler also estimated the extent to which the merger would have decreased the buyer’s tangible book value per share if the closing had occurred as of March 31, 2018. In addition, representatives of Sandler provided an analysis of what Independent’s exchange ratio would have been if Independent were to value its common stock as of various recent dates or using a volume weighted average price (sometimes referred to as “VWAP”) over recent periods ranging from 5 to 20 trading days, all of which would have resulted in an exchange ratio greater than 3.754 if MNB common stock were valued at $275.00 per share.

After considering Independent’s expression of interest and Sandler’s analyses described above, Mr. Meehan requested a meeting with Independent’s senior management to discuss Independent’s expression of interest. On April 23, 2018, Mr. Meehan and a representative of Nutter met in person with Mr. Oddleifson, Mr. Cozzone, and Edward H. Seksay, Independent’s General Counsel. Mr. Meehan informed the Independent team that he anticipated the MNB board of directors would prefer that a larger percentage of MNB common stock receive cash in the merger and that the exchange ratio should be greater in light of the range of trading prices for Independent common stock during the preceding several weeks. Mr. Meehan also expressed his willingness to enter into a shareholder agreement with Independent on terms generally consistent with those outlined in the expression of interest.

With respect to the potential non-competition and consulting agreement referenced in the expression of interest, Mr. Meehan informed Independent that he would prefer that instead of Rockland Trust entering into an agreement solely with him, Rockland Trust enter into agreements with Mr. Meehan, Ronald J. Masiello, a director of MNB and Milford National, and Paul Zekos, a former director of MNB and Milford National. Mr. Meehan explained that he and Messrs. Masiello and Zekos had each been a fruitful source of commercial loan referrals to Milford National in recent years. Mr. Meehan proposed that the compensation Independent would otherwise be willing to pay him should be allocated equally among Messrs. Meehan, Masiello, and Zekos.

Later on April 23, 2018, Independent provided a revised, nonbinding expression of interest. The revised expression of interest increased to 30% the percentage of MNB common stock that would be acquired for $275.00 per share in cash, and increased to 3.82 the number of shares of Independent common stock that Independent would issue in exchange for each of the remaining shares of MNB common stock. Based upon the closing price of Independent common stock on April 23, 2018 of $72.70, each share of MNB common stock to be exchanged for Independent common stock in the merger had an implied value of $276.90, and in the aggregate, MNB was valued at approximately $55 million, representing 202% of MNB’s tangible book value as of March 31, 2018. The terms proposed in the April 23, 2018 expression of interest remained subject to a customary due diligence review by Independent and its advisors.

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In light of the revised expression of interest from Independent, MNB and Independent agreed as of April 24, 2018 that MNB would negotiate exclusively with Independent through May 17, 2018, later extending the exclusivity period through May 29, 2018.

From April 24, 2018 through mid-May 2018, Independent and its advisors engaged in a customary due diligence review of the business, financial condition, recent operating results, and prospects of MNB and Milford National, including an in-depth review of Milford National’s loan portfolio and outstanding contractual commitments.

On April 26, 2018, Mr. Meehan and a representative from Nutter briefed the boards of directors of MNB and Milford National regarding the process leading to MNB’s decision to pursue a negotiated transaction with Independent and the material terms of Independent’s April 23, 2018 expression of interest. Mr. Meehan and the Nutter representative responded to questions from directors. Among other things, the MNB directors noted the fact that many MNB shareholders had held MNB stock for a long period of time and that MNB stock did not have a liquid secondary trading market. The board also observed that with respect to any share of MNB common stock exchanged for Independent common stock in the merger, no gain would be recognized by a United States holder of MNB common stock upon receipt of shares of Independent common stock.

Following the delivery of the April 23, 2018 expression of interest, Independent and each of Messrs. Meehan, Masiello, and Zekos began to negotiate the structure of a non-competition, non-solicitation, and market consulting agreement. Each of Messrs. Meehan, Masiello, and Zekos met with representatives of Independent on May 14, 2018 to discuss the terms of such an agreement.

On May 8, 2018, Independent updated representatives of Sandler on certain aspects of its due diligence review and informed Sandler that Independent no longer was prepared to negotiate a definitive agreement with MNB on the economic terms set forth in its April 23, 2018 expression of interest. Independent explained that as a result of its due diligence review, it determined that it would need to revise certain assumptions underlying that expression of interest. After a proposal by Independent and a counterproposal by MNB, Independent and MNB agreed in principle on May 8, 2018 to the economic terms ultimately reflected in the merger agreement – namely, that 25% of MNB common stock would be acquired by Independent for $275.00 per share in cash, and Independent would issue 3.55 shares of Independent common stock in exchange for each of the remaining shares of MNB common stock. Based upon the closing price of Independent stock on May 8, 2018 of $74.70, each share of MNB common stock to be exchanged for Independent common stock in the merger had an implied value of $265.19, and in the aggregate, MNB was valued at approximately $52.8 million, representing 194% of MNB’s tangible book value as of March 31, 2018.

From May 8, 2018 through May 28, 2018, Independent and MNB negotiated the terms of the merger agreement, the voting agreement, the bank merger agreement, and ancillary documents. Concurrently, Independent negotiated the shareholder agreement with Mr. Meehan and Mrs. Meehan, and Rockland Trust negotiated the non-competition, non-solicitation, and market consulting agreement with Messrs. Meehan, Masiello, and Zekos. The parties ultimately structured the non-competition, non-solicitation, and market consulting agreement whereby Rockland Trust would pay each consultant $12,500 per month in exchange for each of the consultants introducing potential customers to Rockland Trust and agreeing to certain non-competition and non-solicitation restrictions. Each of Rockland Trust and the three consultants would have the right to terminate their services under certain circumstances. For a further discussion of the terms of this agreement, see “The Merger – Interests of MNB’s Executive Officers and Directors in the Merger –Non-Competition, Non-Solicitation and Market Consulting Agreement with Kevin P. Meehan, Ronald J. Masiello and Paul Zekos,” beginning on page [●] of this proxy statement/prospectus.

In addition, Independent, Rockland Trust, MNB, and Milford National negotiated settlement agreements with Ms. Carvalho and Mr. Devine, confirming the amounts to be paid to them in connection with their respective change in control agreements. See “The Merger – Interests of MNB’s Executive Officers and

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Directors in the Merger – Settlement Agreement with Kristin T. Carvalho” and “– Settlement Agreement with Daniel R. Devine,” beginning on page [●] of this proxy statement/prospectus.

On May 29, 2018, the boards of directors of MNB and Milford National met with representatives of Sandler and Nutter in attendance. The directors reviewed in detail the material terms of the draft merger agreement, including the provisions relating to the terms of the merger consideration, the respective closing conditions of MNB and Independent, MNB’s ability to consider unsolicited “Acquisition Proposals” under certain circumstances (see “The Merger Agreement – No Solicitation” beginning on page [●] of this proxy statement/prospectus for a discussion of what constitutes an Acquisition Proposal under the merger agreement), the circumstances under which either MNB or Independent would have the right to terminate the merger agreement, and the termination fee payable by MNB to Independent under certain circumstances. The Nutter representative informed the directors that Independent had conditioned its willingness to enter into the merger agreement on obtaining voting agreements from both Mr. Meehan and Mrs. Meehan, who in the aggregate own more than the two-thirds of the shares of MNB common stock necessary to approve the merger. In addition, during an executive session with Ms. Carvalho not present, the Nutter representative briefed the directors on the terms of the settlement agreements with Ms. Carvalho and Mr. Devine, including the $100,000 transaction bonus payable to Ms. Carvalho upon completion of the merger.

Also at the May 29, 2018 meeting of the boards of directors of MNB and Milford National, representatives of Sandler reviewed the financial aspects of the proposed merger and rendered to the MNB board of directors Sandler’s opinion (which was initially rendered verbally and confirmed in a written opinion, dated May 29, 2018) to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Sandler as set forth in such opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of MNB common stock. See “The Merger –Opinion of MNB’s Financial Advisor,” beginning on page [●] of this proxy statement/prospectus, and the Sandler opinion included as Annex B to this proxy statement/prospectus.

Following those presentations and discussions, and a discussion by the directors of the proposed merger, which considered the factors described under “MNB’s Reasons for the Merger” beginning on page [●] of this proxy statement/prospectus, the boards of directors determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger of MNB with and into Independent, with Independent the surviving entity, were advisable to MNB and its shareholders and Milford National. The directors of MNB and Milford National then unanimously voted to approve the proposed merger and to authorize the merger agreement and the transactions contemplated by the merger agreement.

On May 29, 2018, the boards of directors of Independent and Rockland Trust met to consider the proposed transaction. Independent’s management reviewed the business terms and financial expectations for the proposed merger, and presented a detailed risk assessment of the proposed merger. In addition, Keefe, Bruyette & Woods, Inc., an investment bank engaged by Independent solely to provide a fairness opinion in connection with the transaction, reviewed the financial aspects of the proposed merger and delivered its opinion that, as of May 29, 2018 and subject to certain limitations, assumptions, and qualifications, the merger consideration was fair to Independent, from a financial point of view. Following those presentations and discussions, and a discussion by the Independent board of directors of the proposed merger, which considered the factors described under “Independent’s Reasons for the Merger,” the board of directors determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger of MNB with and into Independent, with Independent the surviving entity, were advisable and in the best interests of Independent and its shareholders. The board of directors of Independent and Rockland Trust then unanimously voted to approve the proposed merger and to authorize the merger agreement and the transactions it contemplated.

Thereafter, the parties executed and delivered the merger agreement and ancillary documents. A joint press release announcing the approval, adoption, and execution of the merger agreement was then issued on May 29, 2018 and Independent filed a Form 8-K with the SEC.

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Recommendation of MNB’s Board of Directors

MNB’s board of directors has unanimously approved the merger agreement and unanimously recommends that MNB shareholders vote “FOR” the approval of the MNB merger agreement proposal.

MNB’s Reasons for the Merger

The boards of directors of MNB and Milford National unanimously determined that the merger agreement and the merger are advisable and in the best interests of MNB and its shareholders and Milford National. Accordingly, the boards of directors of MNB and Milford National adopted and approved the merger agreement, and the MNB board of directors is unanimously recommending that MNB’s shareholders vote “FOR” the MNB merger agreement proposal.

In determining to unanimously adopt and approve the merger agreement and the merger, the directors of MNB and Milford National evaluated the merger and the merger agreement in consultation with MNB’s financial advisor and legal counsel, drew on their knowledge of Milford National’s business, operations, properties, assets, financial condition, operating results, and prospects, and also considered the following factors in favor of the decision to enter into the merger agreement:

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The boards of directors of MNB and Milford National considered the following factors as generally weighing against a decision to enter into the merger agreement:

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During its consideration of the merger agreement, the MNB board of directors was also aware that certain MNB officers and directors may have financial interests in the merger that are different from, or are in addition to, the interests of MNB shareholders. See “– Interests of MNB’s Executive Officers and Directors in the Merger,” beginning on page [●].

The discussion of the information and factors considered by the MNB board of directors is not exhaustive, but includes all material factors considered by the MNB board of directors. Based on the factors described above, the MNB board of directors determined that the merger with Independent would be advisable to MNB shareholders and approved the merger agreement and related transactions it contemplates. In view of the wide variety and complexity of factors considered by the MNB board of directors in connection with its evaluation of the merger, the MNB board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any factor, was favorable or unfavorable to the ultimate determination of the MNB board of directors. Rather, the MNB board of directors made its recommendation based on the totality of information presented to, and the investigation conducted by, it. In considering the factors discussed above, individual directors may have given different weights to different individual factors.

Independent’s Reasons for the Merger

Independent’s board of directors determined that the merger agreement and the merger are advisable to Independent and Rockland Trust. Accordingly, Independent’s board of directors adopted and approved the merger agreement.

The Independent board of directors unanimously approved the merger agreement and the merger because it determined that the merger is a natural expansion and strengthening of its Worcester County, Massachusetts franchise that should increase long-term shareholder value because Milford National is, like Rockland Trust, a bank that is deeply committed to its customers, employees, and the communities that it serves. The merger should provide Rockland Trust with access to new and potential customers in Worcester County, Massachusetts and provide Independent with deposit market share in Milford, Massachusetts, Mendon, Massachusetts, a town where Rockland Trust does not currently have a physical presence, and other towns in the surrounding area. The transaction is financially attractive to Independent and its shareholders because it allows Independent to add Milford National’s loan and deposit base to that of Independent while simultaneously providing Independent with the opportunity to maintain and deepen relationships with Milford National’s customers by offering Independent’s deeper set of products. The Independent board of directors believes that the combined company should have the potential to realize a stronger competitive position and improved long-term operating and financial results, including revenue and earning enhancements. In addition, Independent’s financial advisor, Keefe, Bruyette & Woods, Inc., reviewed in detail with the board of directors the financial aspects of the proposed merger and delivered its opinion that as of May 29, 2018 and subject to the limitations, assumptions, and qualifications set forth therein, the merger consideration was fair to Independent, from a financial point of view.

After taking into account these and other factors, the Independent board of directors determined that the merger agreement and the merger were advisable to Independent and Rockland Trust and that Independent should enter into the merger agreement and complete the merger. Independent’s board of directors evaluated the factors described above, including asking questions of Independent’s management and Independent’s legal and financial advisers, and reached the unanimous decision that the merger was advisable to Independent and Rockland Trust. This discussion of the factors considered by Independent’s board of directors is not exhaustive, but includes all material factors considered by the board. Independent’s board of directors considered these factors as a whole, and overall considered them to be favorable to, and to support, its determination. Independent’s board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors

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described above, individual members of Independent’s board of directors may have given different weights to different factors. Independent’s board of directors considered these factors as a whole, and overall considered them to be favorable to, and to support, its determination.

Opinion of MNB’s Financial Adviser

MNB retained Sandler to act as financial advisor to MNB’s board of directors in connection with MNB’s consideration of a possible business combination. Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler acted as financial advisor in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the merger agreement. At the May 29, 2018 meeting at which MNB’s board of directors considered and discussed the terms of the merger agreement and the merger, Sandler delivered to MNB’s board of directors its oral opinion, which was subsequently confirmed in writing on May 29, 2018, to the effect that, as of such date, the merger consideration provided for in the merger agreement was fair to the holders of MNB common stock from a financial point of view. The full text of Sandler’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of MNB common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler’s opinion speaks only as of the date of the opinion. The opinion was directed to MNB’s board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any shareholder of MNB as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler’s opinion was directed only as to the fairness, from a financial point of view, of the merger consideration to the holders of MNB common stock and does not address the underlying business decision of MNB to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for MNB or the effect of any other transaction in which MNB might engage. Sandler did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of MNB or Independent, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder, including the merger consideration to be received by the holders of MNB common stock. Sandler’s opinion was approved by its fairness opinion committee.

In connection with its opinion, Sandler reviewed and considered, among other things:

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Sandler also discussed with certain members of the senior management of MNB the business, financial condition, results of operations and prospects of MNB and held similar discussions with certain members of the senior management of Independent and its representatives regarding the business, financial condition, results of operations and prospects of Independent.

In performing its review, Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler from public sources, that was provided to Sandler by MNB or Independent or their respective representatives or that was otherwise reviewed by Sandler, and Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Sandler relied on the assurances of the respective senior managements of MNB and Independent that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Sandler was not asked to and did not undertake an independent verification of any of such information and Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of MNB or Independent or any of their respective subsidiaries, nor was Sandler furnished with any such evaluations or appraisals. Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of MNB or Independent. Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of MNB or Independent, or of the combined entity after the merger, and Sandler did not review any individual credit files relating to MNB or Independent. Sandler assumed, with MNB’s consent, that the respective allowances for loan losses for both MNB and Independent were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler used internal financial projections for MNB for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of MNB. In addition, Sandler used publicly available consensus median analyst earnings per share estimates for Independent for the years ending December 31, 2018 and December 31, 2019, as well as a long-term earnings per share growth rate for the years thereafter and dividends per share for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Independent. Sandler also received and used in its pro forma

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analyses the Pro Forma Assumptions, as provided by the senior management of Independent. With respect to the foregoing information, the respective senior managements of MNB and Independent confirmed to Sandler that such information reflected (or, in the case of the publicly available consensus median analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective senior managements as to the future financial performance of MNB and Independent, respectively, and the other matters covered thereby, and Sandler assumed that the future financial performance reflected in such information would be achieved. Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of MNB or Independent since the date of the most recent financial statements made available to Sandler. Sandler assumed in all respects material to its analysis that MNB and Independent would remain as going concerns for all periods relevant to its analysis.

Sandler also assumed, with MNB’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on MNB, Independent or the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with MNB’s consent, Sandler relied upon the advice that MNB had received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Sandler expressed no opinion as to any such matters.

Sandler’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Sandler as of, the date of its opinion. Events occurring after the date of its opinion could materially affect its opinion. Sandler did not undertake to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date of its opinion.

In rendering its opinion, Sandler performed a variety of financial analyses. The summary below is not a complete description of the analyses underlying Sandler’s opinion or the presentation made by Sandler to MNB’s board of directors, but is a summary of all material analyses performed and presented by Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler’s comparative analyses described below is identical to MNB or Independent and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of MNB and Independent and the companies to which they are being compared. In arriving at its opinion, Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its

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opinion, rather, Sandler made its determination as to the fairness of the merger consideration on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which are beyond the control of MNB, Independent and Sandler. The analyses performed by Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to MNB’s board of directors at its May 29, 2018 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler’s analyses do not necessarily reflect the value of MNB common stock or the prices at which MNB common stock or Independent common stock may be sold at any time. The analyses of Sandler and its opinion were among a number of factors taken into consideration by MNB’s board of directors in making its determination to approve the merger agreement and should not be viewed as determinative of the merger consideration or the decision of MNB’s board of directors or management with respect to the fairness of the merger. The type and amount of consideration payable in the merger were determined through negotiation between MNB and Independent.

Summary of Proposed Merger Consideration and Implied Transaction Metrics. Sandler reviewed the financial terms of the proposed merger. As set forth in the merger agreement, at the effective time, each share of common stock of MNB issued and outstanding immediately prior to the effective time, except for certain shares of MNB common stock as set forth in the merger agreement, shall become and be converted into the right to receive, at the election of the holder thereof, either (i) $275.00 in cash, or (ii) 3.55 shares of Independent common stock; provided, however, that the merger agreement provides, generally, that seventy-five percent of the total number of shares of MNB common stock issued and outstanding prior to the effective time shall be converted into the stock consideration and twenty-five percent of such shares shall be converted into the cash consideration in accordance with the allocation procedures set forth in the merger agreement. Using the per share cash consideration and the implied value of the per share stock consideration of $272.64 based on the closing price of Independent common stock on May 25, 2018 of $76.80, Sandler calculated an aggregate implied transaction value of approximately $54.3 million, or an implied transaction price per share of $273.23. Based upon financial information for MNB as of or for the last twelve months (“LTM”) ended March 31, 2018, financial information as of or for the last three months (“Q1 2018”) ended March 31, 2018 and forward estimated earnings, as provided by senior management of MNB, Sandler calculated the following implied transaction metrics:

Stock Trading History. Sandler reviewed the historical stock price performance of Independent common stock for the three-year period ended May 25, 2018. Sandler then compared the relationship between the stock price performance of Independent to stock price movements in the Independent Peer Group (as described below) as well as certain stock indices.

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Independent Three-Year Stock Price Performance

Comparable Company Analyses. Sandler used publicly available information to compare selected financial information for MNB with a group of financial institutions selected by Sandler (the “MNB Peer Group”). The MNB Peer Group consisted of publicly-traded banks and thrifts headquartered in the New England region with total assets between $100 million and $700 million, excluding announced merger targets. The MNB Peer Group consisted of the following companies:

The analysis compared publicly available financial information for MNB as of or for the period ended March 31, 2018 with the corresponding publicly available data for the MNB Peer Group as of or for the period ended March 31, 2018 (or, if data as of or for the period ended March 31, 2018 was not publicly available, as of or for the period ended December 31, 2017), with pricing data as of May 25, 2018. The table below sets forth the data for MNB and the high, low, median and mean data for the MNB Peer Group.

MNB Peer Group Analysis

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Sandler used publicly available information to perform a similar analysis for Independent and a group of financial institutions selected by Sandler (the “Independent Peer Group”). The Independent Peer Group consisted of publicly-traded banks and thrifts headquartered in CT, ME, MA, NH, NJ, NY, PA, RI, and VT with total assets between $5.0 billion and $12.5 billion with Q1 2018 return on average assets greater than 1.0%, excluding announced merger targets. The Independent Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Independent as of or for the period ended March 31, 2018 with the corresponding publicly available data for the Independent Peer Group as of or for the period ended March 31, 2018 (or, if data as of or for the period ended March 31, 2018 was not publicly available, as of or for the period ended December 31, 2017), with pricing data as of May 25, 2018. The table below sets forth the data for Independent and the high, low, median and mean data for the Independent Peer Group:

Independent Peer Group Analysis