Brookline Bancorp, Inc. (“Brookline”) (NASDAQ: BRKL) today announced the deadline for shareholders of Bancorp Rhode Island, Inc. (“Bancorp Rhode Island”) (NASDAQ: BARI) to elect the form of consideration that they wish to receive in Brookline’s pending merger with Bancorp Rhode Island. The acquisition remains subject to customary closing conditions, including receipt of approvals from various federal and state regulatory agencies, as well as the approval of the related merger agreement by Bancorp Rhode Island shareholders at a special meeting scheduled to take place on September 8, 2011. The merger is expected to be completed in the fourth quarter of 2011 and no earlier than October 1, 2011.
Bancorp Rhode Island shareholders who wish to elect to receive either Brookline common stock, cash, or a combination of stock and cash, in exchange for their shares of Bancorp Rhode Island common stock must deliver a properly completed Election Form and Letter of Transmittal, together with their Bancorp Rhode Island stock certificate(s), to American Stock Transfer & Trust Company prior to 5:00 p.m., New York City time, on September 26, 2011. Under the related merger agreement, Brookline and Bancorp Rhode Island have the right to extend the election deadline, in which case Brookline will issue a press release announcing the extension. Election materials will be mailed on or about August 31, 2011 to holders of record of Bancorp Rhode Island common stock at the close of business on August 24, 2011.
Under the terms of the merger agreement, each Bancorp Rhode Island shareholder will receive in the merger, for each Bancorp Rhode Island share and at the holder’s election, either 4.686 shares of Brookline common stock or $48.25 in cash. All elections are subject to the allocation and proration provisions set forth in the merger agreement, which are intended to ensure that 2,347,000 shares of Bancorp Rhode Island common stock, or approximately 50% of the total number of shares of Bancorp Rhode Island common stock outstanding immediately prior to the completion of the merger, will be converted into shares of Brookline common stock, and the remaining shares of Bancorp Rhode Island common stock will be converted into cash. As a result, a Bancorp Rhode Island shareholder may not receive solely the form of consideration elected, and the extent to which a Bancorp Rhode Island shareholder receives the form of consideration elected will depend on the elections made by other Bancorp Rhode Island shareholders.
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