Brookline Bancorp, Inc. and PCSB Financial Corporation Announce Extension of Election Deadline
13 Décembre 2022 - 10:05PM
Brookline Bancorp, Inc. (NASDAQ: BRKL) (“Brookline”) and PCSB
Financial Corporation (NASDAQ: PCSB) (“PCSB”) announced today that
the deadline for stockholders of PCSB to elect the form of
consideration that they wish to receive in PCSB’s pending merger
with Brookline has been extended to 5:00 p.m. on December 20, 2022.
This extension is intended to reduce the potential time between the
election deadline and the effective date of the merger. The closing
of the merger remains subject to customary closing conditions,
including receipt of approvals from various federal and state
regulatory agencies.
Any PCSB stockholder who has previously
submitted an Election Form and Letter of Transmittal will have the
opportunity to change his or her election by submitting a new
Election Form and Letter of Transmittal prior to the new deadline.
If a stockholder does not wish to change a previously submitted
election, no action needs to be taken. PCSB stockholders with
questions regarding the election materials or who wish to obtain
copies of the election materials should reach out to PCSB Investor
Contact (information listed below) or Broadridge Corporate Issuer
Solutions, the shareholder services agent, at (866) 741-7908 or by
email at shareholder@broadridge.com.
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. 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 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 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 is available for free on the SEC’s website at 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.
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 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
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: |
|
|
Contact: |
Carl M. Carlson |
|
Brookline Bancorp, Inc. |
|
Co-President, Chief Financial and Strategy Officer |
|
(617) 425-5331 |
|
ccarlson@brkl.com |
|
|
PCSB INVESTOR CONTACT: |
|
|
Contact: |
Joseph D. Roberto |
|
PCSB Financial Corporation |
|
Chairman, President and Chief Executive Officer |
|
(914) 248-7272 |
|
jroberto@mypcsb.com |
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