Brookline Bancorp, Inc. (NASDAQ: BRKL) today announced the preliminary results of the elections regarding the merger consideration to be received by shareholders of Bancorp Rhode Island, Inc. (NASDAQ: BARI) in Brookline Bancorp’s pending acquisition of Bancorp Rhode Island, which is expected to be completed on January 1, 2012.

Based on the preliminary election results and applying the provisions set forth in the merger agreement, Bancorp Rhode Island shareholders will receive the following merger consideration:
  • Bancorp Rhode Island shareholders will receive 4.686 shares of Brookline Bancorp common stock for each Bancorp Rhode Island share for which they made a valid stock election;
  • Bancorp Rhode Island shareholders who expressed no preference or did not make a valid election will receive 4.686 shares of Brookline Bancorp common stock for each Bancorp Rhode Island share held by them; and,
  • For Bancorp Rhode Island shareholders who made a valid cash election, approximately 51.9% of the Bancorp Rhode Island shares held by such persons will be exchanged for cash and the balance of the Bancorp Rhode Island shares held by such persons will be exchanged for Brookline Bancorp common stock, at the rate of $48.25 for each Bancorp Rhode Island share exchanged for cash, and 4.686 shares of Brookline Bancorp common stock for each Bancorp Rhode Island share exchanged for stock.

Under the merger agreement, fractional shares of Brookline Bancorp common stock will not be issued. Instead, Bancorp Rhode Island shareholders will receive cash based on the average closing price of Brookline Bancorp common stock for the ten consecutive trading days, ending on the fifth business day immediately prior to the closing date.

Of the 4,688,591 shares of Bancorp Rhode Island common stock outstanding as of the election deadline:
  • 115,007 shares, or 2.5%, elected to receive Brookline Bancorp common stock;
  • 4,508,559 shares, or 96.1%, elected to receive cash; and,
  • 65,025 shares, or 1.4%, did not make a valid election or did not express a preference.

Based on the preliminary results, the total consideration to be paid by Brookline Bancorp will be comprised of approximately 10.9 million shares of common stock and $112.9 million in cash.

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