Exhibit: 99.6
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Merger with Wellesley Bancorp, Inc.
On December 5, 2019, Cambridge Bancorp, a Massachusetts corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Cambridge Trust Company, the Company’s subsidiary bank (“Cambridge Trust”), Wellesley Bancorp, Inc. (“Wellesley”), and Wellesley Bank, Wellesley’s subsidiary bank (“Wellesley Bank”), pursuant to which Wellesley will merge with and into the Company and Wellesley Bank will merge with and into Cambridge Trust, with the Company and Cambridge Trust as the surviving entities (collectively, the “Mergers”). As a result of the Mergers, each share of Wellesley common stock will be exchanged for 0.580 shares of the Company’s common stock.
The following unaudited pro forma combined consolidated financial statements have been prepared in accordance with Article 11 of RegulationS-X and combine the historical consolidated financial position and results of operations of the Company and its subsidiaries and Wellesley as an acquisition by the Company of Wellesley using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Wellesley were recorded by the Company at their respective fair values as of the date the Mergers were completed. Certain reclassifications were made to Wellesley’s historical financial information to conform to the Company’s presentation of financial information. All significant pro forma adjustments and underlying assumptions are described in the accompanying notes. The unaudited pro forma combined consolidated statements of income give effect to the Mergers as if they occurred on January 1, 2018. The unaudited pro forma combined consolidated balance sheet gives effect to the Mergers as if they occurred on September 30, 2019. The unaudited pro forma combined financial statements should be read in conjunction with: the Company’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2018, which were included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2018, and the Company’s unaudited financial statements and the related notes thereto as of and for the nine months ended September 30, 2019, which were included in the Company’s Quarterly Report on Form10-Q for the nine months ended September 30, 2019, which were filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2019, and November 7, 2019, respectively, and Wellesley’s audited consolidated financial statements as of and for the year ended December 31, 2018 and 2017 and Wellesley unaudited consolidated financial statements as of and for the nine months ended September 30, 2019, which are being filed as Exhibit 99.4 and Exhibit 99.5 to this Current Report on Form8-K, respectively.
The unaudited pro forma combined consolidated financial statements are presented for illustrative purposes only, do not indicate the actual financial results of the combined company had the Mergers occurred on January 1, 2018 at the beginning of each period presented, nor are they indicative of the Company’s future financial position or financial results.
Merger with Optima Bank & Trust Company
On April 17, 2019, the Company, completed its previously announced acquisition of Optima Bank & Trust Company (“Optima”), pursuant to an Agreement and Plan of Merger, dated as of December 5, 2018 (the “Optima Merger Agreement”), by and between Cambridge, Cambridge Trust Company and Optima. Under the terms of the Optima Merger Agreement, Optima merged with and into Cambridge Trust Company (the “Optima Merger”), with Cambridge Trust Company being the surviving entity. As a result of the Optima Merger, each share of Optima common stock was exchanged for either (i) 0.3468 shares of Cambridge common stock, (ii) $32.00 in cash, or (iii) a combination of the two, subject to customary pro ration procedures, which resulted in an aggregated stock / cash consideration mix of 95 percent / 5 percent.
The following unaudited pro forma combined consolidated financial statements have been prepared in accordance with Article 11 of RegulationS-X and combine the historical consolidated financial position and results of operations of Cambridge and its subsidiaries and Optima as an acquisition by Cambridge of Optima using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Optima were recorded by Cambridge at their respective fair values as of the date the Optima Merger was completed. Certain reclassifications were made to Optima’s historical financial information to conform to Cambridge’s presentation of financial information. All significant pro forma adjustments and underlying assumptions are described in the accompanying notes. The unaudited pro forma combined consolidated statements of income give effect to the Optima Merger as if it occurred on January 1, 2018. The unaudited pro forma combined consolidated balance sheet gives effect to the Optima Merger as if it occurred on September 30, 2019. The unaudited pro forma combined financial statements should be read in conjunction with: Cambridge’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2018, which were included in Cambridge’s Annual Report on Form10-K for the year ended December 31, 2018, and Cambridge’s unaudited financial statements and the related notes thereto as of and for the six months ended June 30, 2019, which were included in Cambridge’s Quarterly Report on Form10-Q for the six months ended June 30, 2019, which were filed with the SEC on March 18, 2019, and August 8, 2019, respectively and Optima’s audited financial statements as of and for the year ended December 31, 2018 and 2017 and Optima’s unaudited condensed financial statements as of and for the three months ended March 31, 2019, which were filed with the SEC on October 22, 2019 as Exhibits 99.1 and 99.2, respectively, to the Company’s Current Report on Form8-K.
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