Brookline Bancorp, Inc. (NASDAQ: BRKL) (“Brookline”) and PCSB
Financial Corporation (NASDAQ: PCSB) (“PCSB”) announced today the
deadline for stockholders of PCSB to elect the form of
consideration that they wish to receive in PCSB’s pending merger
with Brookline. The closing of the merger remains
subject to customary closing conditions, including receipt of
approvals from various federal and state regulatory agencies.
PCSB stockholders who wish to elect to receive
either Brookline common stock or cash, or a combination of stock
and cash, in exchange for their shares of PCSB common stock must
deliver a properly completed Election Form and Letter of
Transmittal, together with their PCSB stock certificate(s), if any,
to Broadridge Corporate Issuer Solutions Inc. prior to 5:00 p.m.,
Eastern Time, on October 21, 2022. Pursuant to the merger
agreement, Brookline and PCSB have the right to extend the election
deadline, in which case they will issue a press release announcing
such extension. Election materials were mailed on or
about September 26, 2022 to holders of record of PCSB common stock
at the close of business on September 19, 2022.
Under the terms of the merger agreement,
stockholders of PCSB may elect to receive either $22.00 in cash or
1.3284 shares of Brookline common stock for each share of PCSB
common stock, subject to allocation procedures to ensure 60% of the
outstanding shares of PCSB common stock will be converted to
Brookline common stock. As a result of the allocation
procedures, a PCSB stockholder may not receive the merger
consideration in the form elected, and the extent to which a PCSB
stockholder receives the merger consideration in the form elected
will depend on the elections made by other PSCB stockholders.
Persons who purchase PCSB common stock after the September 19, 2022
record date and who continue to hold those shares until the closing
of the merger will have those shares treated as “no election”
shares for purposes of the allocation procedures under the merger
agreement.
ABOUT BROOKLINE BANCORP, INC.
Brookline Bancorp, Inc., a bank holding company
with approximately $8.5 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. Brookline Bancorp, Inc. 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.
ABOUT PCSB FINANCIAL
CORPORATION
PCSB Financial Corporation is the bank holding
company for PCSB Bank. PCSB Bank is a New York-chartered commercial
bank that has served the banking needs of its customers in the
Lower Hudson Valley of New York State since 1871. It operates from
its executive offices and 14 branch offices located in Dutchess,
Putnam, Rockland and Westchester Counties in New York. For more
information, please visit www.pcsb.com.
NO OFFER OR SOLICITATION
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities nor a
solicitation of any vote or approval with respect to the proposed
transaction or otherwise. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and otherwise in accordance with applicable
law.
IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT
In connection with the proposed transaction,
Brookline filed a registration statement on Form S-4 with the SEC,
which contains the proxy statement of PCSB and the prospectus of
Brookline, as well as other relevant documents concerning the
proposed transaction. Stockholders of PCSB and
Brookline are encouraged to read the registration statement,
including the proxy statement/prospectus that is a part of the
registration statement, and the other relevant materials filed with
the SEC when they become available, as well as any amendments or
supplements to those documents, because they will contain important
information about the proposed transaction, PCSB and Brookline. The
proxy statement/prospectus was mailed to PCSB stockholders on
August 12, 2022 and are available for free on the SEC’s website
(www.sec.gov). The proxy statement/prospectus is available for free
by contacting Carl M. Carlson, Brookline’s Co-President and Chief
Financial Officer, at (617)-425-5331 or Jeffrey M. Helf, Chief
Financial Officer of PCSB, at (914) 248-7272. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
FORWARD-LOOKING STATEMENTS
Certain of the statements made in this investor
presentation 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 failure to obtain necessary regulatory approvals
for the merger, (6) 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, (7) the failure of the conditions
to the merger to be satisfied, (8) 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, (9) the risk of expansion into new geographic or product
markets, (10) reputational risk and the reaction of the parties’
customers to the merger, (11) the risk of potential litigation or
regulatory action related to the merger, (12) the dilution caused
by Brookline’s issuance of additional shares of its common stock in
the merger, and (13) 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
communication, which speak only as of the date hereof, whether as a
result of new information, future events, or otherwise.
BROOKLINE
INVESTOR CONTACT: |
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Contact: |
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Carl M. Carlson |
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Brookline Bancorp, Inc. |
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Co-President, Chief Financial
and Strategy Officer |
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(617) 425-5331 |
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ccarlson@brkl.com |
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PCSB
INVESTOR CONTACT: |
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Contact: |
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Joseph D. Roberto |
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PCSB Financial
Corporation |
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Chairman, President and Chief
Executive Officer |
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(914) 248-7272 |
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jroberto@mypcsb.com |
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