Photo by James Sanna | Banker & Tradesman Staff

While an overwhelming majority of the shares involved in Boston Private’s special meeting yesterday voted in favor of the bank’s planned merger with the parent company of Silicon Valley Bank, nearly 20 percent of outstanding shares did not participate, resulting in a close vote.

Boston Private had over 82.44 million shares of common stock eligible to vote on the merger agreement with SVB Financial Group, and based on preliminary results, 80.5 percent of those shares participated in yesterday’s online special meeting or were represented by proxy, Boston Private said in an SEC 8-K filing today.

Of the more than 66 million shares that participated in the special meeting, 89.2 percent voted in favor of the merger agreement, while just under 10.6 percent opposed the deal. Less than 1 percent of participating shares abstained.

But for the merger to go ahead, Boston Private needed two-thirds of the outstanding shares to approve the plan, so the more than 16 million shares that did not participate were the equivalent of votes against the transaction.

Based on the total outstanding shares, 71.8 percent voted in favor of the merger, above the 66 2/3 percent required for the merger to go through.

“We are pleased with the outcome of [Tuesday’s] special meeting and thank our shareholders for their support of the financially and strategically compelling transaction with SVB Financial,” Anthony DeChellis, Boston Private CEO and president, said in a statement yesterday. “We are excited about our progress toward completing the transaction, and believe that the combined company will be well-positioned to provide an enhanced experience for clients and deliver long-term value for shareholders.”

The transaction is expected to close in mid-2021, Boston Private said, subject to regulatory approvals and customary closing conditions.

The special meeting to vote on the merger had adjourned last week to give Boston Private more time to solicit proxies. The bank last week also said it wanted to give shareholders more time to consider the recently released first quarter earnings for both Boston Private and SVB.

The deal had been challenged by one of Boston Private’s shareholders, HoldCo Asset Management, which holds about 4.9 percent of Boston Private’s outstanding shares. HoldCo had argued that the agreement between Boston Private and SVB came after a “non-existent sales process,” contending that Boston Private did not pursue other possible acquisition partners. The asset manager had also called the valuation price unacceptable.