Brookline Bancorp, Inc. Announces Preliminary Results of Merger Consideration Elections Regarding Pending PCSB Financial Corporation Merger
30 Diciembre 2022 - 3:05PM
Brookline Bancorp, Inc. (NASDAQ: BRKL) (“Brookline”) today
announced the preliminary results of the elections regarding the
merger consideration to be received by stockholders of PCSB
Financial Corporation (NASDAQ: PCSB) (“PCSB”) in Brookline’s
pending acquisition of PCSB, which is expected to be completed on
January 1, 2023.
Based on the preliminary election results and
applying the provisions set forth in the merger agreement, PCSB
stockholders will receive the following merger consideration:
- PCSB stockholders will receive
1.3284 shares of Brookline common stock for each share of PCSB
common stock for which they made a valid stock election;
- PCSB stockholders who expressed no
preference or did not make a valid election will receive 1.3284
shares of Brookline common stock for each share of PCSB common
stock held by them; and
- For PCSB stockholders who made a
valid cash election, approximately 46.38% of the shares of PCSB
common stock held by such persons will be exchanged for cash at the
rate of $22.00 for each PCSB share exchanged and the balance of the
PCSB shares held by such persons will be exchanged for Brookline
common stock at the rate of 1.3284 shares of Brookline common stock
for each PCSB share exchanged.
Under the merger agreement, fractional shares of
Brookline common stock will not be issued. Instead, PCSB
stockholders will receive cash (without interest) measured by the
average of the daily closing prices of Brookline common stock on
Nasdaq (as reported in The Wall Street Journal) for the ten
consecutive trading day period ending on the fifth business day
immediately prior to the closing date, rounded to the nearest whole
cent.
Of the 15,334,707 shares of PCSB common stock
outstanding as of the record date for the election process:
- Holders of 552,828 shares, or 3.6%, elected to receive
Brookline common stock;
- Holders of 13,226,219 shares, or 86.3%, elected to receive
cash; and
- Holders of 1,555,650 shares, or 10.1%, did not make a valid
election or did not express a preference.
ABOUT BROOKLINE BANCORP,
INC.
Brookline Bancorp, Inc., a bank holding company
with approximately $8.7 billion in assets and branch locations in
eastern Massachusetts and Rhode Island, is headquartered in Boston,
Massachusetts and operates as the holding company for Brookline
Bank and Bank Rhode Island. The Company provides commercial and
retail banking services and cash management and investment services
to customers throughout Central New England. More information about
Brookline Bancorp, Inc. and its banks can be found at the following
websites: www.brooklinebank.com, and www.bankri.com.
FORWARD-LOOKING STATEMENTS
Certain of the statements made in this press
release may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. The words “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” and “estimate,” and similar
expressions, are intended to identify such forward-looking
statements, but other statements not based on historical
information may also be considered forward-looking, including
statements about the benefits to Brookline or PCSB of the proposed
merger, Brookline’s and PCSB’s future financial and operating
results and their respective plans, objectives, and intentions. All
forward-looking statements are subject to risks, uncertainties, and
other factors that may cause the actual results, performance, or
achievements of Brookline and PCSB to differ materially from any
results, performance, or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties, and other
factors include, among others, (1) the risk that the cost savings
and any revenue synergies from the proposed merger may not be
realized or take longer than anticipated to be realized, (2) the
risk that the cost savings and any revenue synergies from recently
completed mergers may not be realized or may take longer than
anticipated to realize, (3) disruption from the proposed merger, or
recently completed mergers, with customer, supplier, or employee
relationships, (4) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the merger
agreement, (5) the possibility that the amount of the costs, fees,
expenses, and charges related to the merger may be greater than
anticipated, including as a result of unexpected or unknown
factors, events, or liabilities, (6) the failure of the conditions
to the merger to be satisfied, (7) the risk of successful
integration of the two companies’ businesses, including the risk
that the integration of PCSB’s operations with those of Brookline
will be materially delayed or will be more costly or difficult than
expected, (8) the risk of expansion into new geographic or product
markets, (9) reputational risk and the reaction of the parties’
customers to the merger, (10) the risk of potential litigation or
regulatory action related to the merger, (11) the dilution caused
by Brookline’s issuance of additional shares of its common stock in
the merger, and (12) general competitive, economic, political, and
market conditions. Additional factors which could affect the
forward-looking statements can be found in Brookline’s annual
report on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K, or PCSB’s annual report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, in
each case filed with the SEC and available on the SEC’s website at
http://www.sec.gov. Brookline and PCSB disclaim any obligation to
update or revise any forward-looking statements contained in this
press release, which speak only as of the date hereof, whether as a
result of new information, future events, or otherwise.
INVESTOR CONTACT:
Contact: |
Carl M. CarlsonBrookline Bancorp, Inc.Co-President, Chief Financial
and Strategy Officer(617) 425-5331ccarlson@brkl.com |
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