Brookline Bancorp, Inc. (NASDAQ: BRKL) and Bancorp Rhode Island,
Inc. (NASDAQ: BARI) announced today that they entered into a
definitive merger agreement whereby Brookline Bancorp will acquire
Bancorp Rhode Island and its subsidiary, BankRI, for approximately
$234 million in cash and stock. The transaction was unanimously
approved by both companies’ boards of directors.
The combined organization will have 43 banking offices serving
individuals and businesses across Massachusetts and Rhode Island,
and will have approximately $4.7 billion in assets, including $3.7
billion in loans, and $3.2 billion in deposits. BankRI’s 17
branches hold the top four and five deposit market positions in
Providence and Kent counties, respectively. BankRI will preserve
its brand and operate as a separate subsidiary of Brookline
Bancorp.
Paul A. Perrault, Brookline Bancorp’s Chief Executive Officer,
said, “We are excited about the combination of Bancorp Rhode Island
and Brookline Bancorp. This transaction represents a tremendous
opportunity to enhance shareholder value, strengthen our
competitive market position and bring together two organizations
dedicated to serving New England businesses and residents. Bancorp
Rhode Island, with its high-quality asset portfolio, deposit base
and talented employees, is a great addition to our organization
and we look forward to closing the transaction as
expeditiously as possible.”
Malcolm G. Chace, Chairman of the Bancorp Rhode Island Board of
Directors and the company’s largest shareholder, stated, “Our Board
of Directors is proud of the value provided to our shareholders and
excited about the long-term upside potential of the combined
company.”
Merrill W. Sherman, Bancorp Rhode Island’s Chief Executive
Officer, commented, “This transaction is a true win-win for Bancorp
Rhode Island. It delivers significant value to our shareholders
through a proven business model that allows us to retain our local
identity and strong relationships with the customers and
communities we serve. With Brookline Bancorp, we will benefit from
the scale and greater capital resources of a larger institution,
enabling us to enhance efficiencies, invest more in customer
service and fund increased business lending.”
Under the terms of the merger agreement, shareholders of Bancorp
Rhode Island will receive, for each Bancorp Rhode Island share and
at the holder’s election, either $48.25 in cash, or 4.686 shares of
Brookline Bancorp common stock or a combination thereof, with total
cash consideration of approximately $121 million and total stock
consideration of approximately 11.0 million shares of Brookline
Bancorp common stock. Elections will be subject to allocation
procedures that are intended to ensure that approximately 50% of
the outstanding shares of Bancorp Rhode Island common stock will be
converted into Brookline Bancorp common stock. The receipt of
Brookline Bancorp stock by shareholders of Bancorp Rhode Island is
expected to be tax-free. The transaction is expected to be
accretive to Brookline Bancorp earnings per share by approximately
25% in 2012.
The cash price will remain fixed while the value of the stock
consideration will likely change prior to closing due to
fluctuations in the price of Brookline Bancorp stock. Therefore, at
closing, the cash and stock alternatives are likely to have
different values.
Certain company information regarding Brookline Bancorp and
Bancorp Rhode Island is set forth below.
Company Data
Brookline (3/31/11)
Bancorp Rhode Island (12/31/10)
Assets $3.1 billion $1.6 billion Deposits $2.1 billion $1.1 billion
Loans $2.5 billion $1.2 billion Banking Offices
26
17
The acquisition is subject to customary closing conditions,
including receipt of regulatory approvals and approval of Bancorp
Rhode Island’s shareholders. The transaction is expected to close
in the fourth quarter of 2011.
Upon completion of the merger, BankRI will retain its Rhode
Island bank charter and Board of Directors, and its headquarters
will remain in Providence. Ms. Sherman and another Bancorp Rhode
Island director will join the Brookline Bancorp Board of Directors.
In addition, following the closing, Mark Meiklejohn, currently
BankRI’s Executive Vice President and Chief Lending Officer, will
become BankRI’s President and Chief Executive Officer.
It is anticipated that BankRI will maintain its level of
community involvement through charitable giving and other
philanthropic activities following completion of the
transaction.
Brookline Bancorp was advised in this transaction by J.P. Morgan
Securities LLC as financial advisor and Goodwin Procter LLP as
legal counsel. Jefferies & Company, Inc. is acting as financial
advisor and Hinckley, Allen & Snyder LLP is acting as legal
counsel to Bancorp Rhode Island.
Brookline Bancorp will post an investor presentation regarding
the transaction on its website at
http://www.brooklinebank.com/home/about/inthenews.
About Brookline Bancorp
Brookline Bancorp, headquartered in Brookline, MA, operates as
the bank holding company for Brookline Bank and First National Bank
of Ipswich. A full-service financial institution founded in 1871,
Brookline Bank provides individuals and small to mid-sized
businesses with deposit and lending services, residential mortgages
and home equity lending, commercial and commercial real estate
lending, cash management, merchant services, and access to
investment services. For more information, go to www.brooklinebank.com.
About Bancorp Rhode Island
Bancorp Rhode Island is the parent company of Bank Rhode Island,
a full-service, FDIC-insured, state-chartered financial
institution. The Bank, headquartered in Providence, RI, operates 17
branches and more than 60 ATMs throughout Rhode Island. For more
information, visit www.bankri.com.
Additional Information and Where to
Find It
In connection with the merger, Brookline Bancorp intends to file
with the Securities and Exchange Commission a registration
statement on Form S-4, which will include a proxy statement of
Bancorp Rhode Island, and other relevant materials in connection
with the proposed transaction. Investors and security holders of
Bancorp Rhode Island are urged to read the proxy
statement/prospectus and the other relevant materials when they
become available because they will contain important information
about Brookline Bancorp, Bancorp Rhode Island and the proposed
transaction. The proxy statement/prospectus and other relevant
materials (when they become available), and any and all documents
filed by Brookline Bancorp or Bancorp Rhode Island with the SEC,
may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, investors may obtain free copies of the documents
filed by Brookline Bancorp with the SEC by directing a written
request to Paul R. Bechet, Chief Financial Officer, Brookline
Bancorp, 160 Washington Street, Brookline, MA 02445. Investors may
obtain free copies of the documents filed by Bancorp Rhode Island
with the SEC by directing a written request to Linda H. Simmons,
Chief Financial Officer, One Turks Head Place, Providence, Rhode
Island 02903.
Participant Information
Brookline Bancorp, Bancorp Rhode Island and their respective
executive officers and directors may be deemed to be participants
in the solicitation of proxies from the security holders of Bancorp
Rhode Island in connection with the merger. Information about the
executive officers and directors of Brookline Bancorp is set forth
in the proxy statement for Brookline Bancorp’s 2011 Annual Meeting
of Stockholders, which was filed with the SEC on March 17, 2011.
Information about the executive officers and directors of Bancorp
Rhode Island is set forth in the proxy statement for Bancorp Rhode
Island’s 2011 Annual Meeting of Shareholders, which was filed with
the SEC on April 15, 2011, and Bancorp Rhode Island’s Annual Report
on Form 10-K for the year ended December 31, 2010. Investors may
obtain additional information regarding the direct and indirect
interests of Brookline Bancorp, Bancorp Rhode Island and their
respective executive officers and directors in the merger by
reading the proxy statement/prospectus regarding the merger when it
becomes available.
This press release does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities.
The above text, as well as the Brookline Bancorp investor
presentation referenced herein, contain statements about future
events that constitute forward-looking statements, including
statements regarding the parties’ ability to complete the merger,
the expected timing of completion and the expected benefits of the
transaction. Projections about future events are subject to risks
and uncertainties that could cause actual results to differ
materially. Factors that could cause such differences include, but
are not limited to, (1) failure of the parties to satisfy the
conditions to closing for the merger, (2) failure of the Bancorp
Rhode Island shareholders to approve the proposed merger, (3)
failure to obtain governmental approvals or the imposition of
adverse regulatory conditions in connection with such approvals,
(4) disruption to the parties’ businesses as a result of the
announcement and pendency of the transaction, (5) difficulties in
achieving cost savings as a result of the merger or in achieving
such cost savings within the projected timeframe, (6) difficulties
related to the integration of the businesses following the merger,
(7) general economic conditions, (8) changes in the level of
non-performing assets and charge-offs, (9) changes in estimates of
future reserve requirements based upon the periodic review thereof
under relevant regulatory and accounting requirements, (10) changes
in the financial performance and/or condition of borrowers, (11)
changes in customer borrowing and savings habits, (12) changes in
interest rates, and (13) competition. For additional factors that
may affect future results, please see the filings made by Brookline
Bancorp and Bancorp Rhode Island with the SEC, including Brookline
Bancorp’s and Bancorp Rhode Island’s respective Annual Reports on
Form 10-K for the year ended December 31, 2010. Neither
Brookline Bancorp nor Bancorp Rhode Island undertakes any
obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after
the date of this press release.
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