Brookline sets BankRI shareholder comp deadline

BANCORP RHODE ISLAND shareholders were asked to say what their preferred compensation - stock or cash - was, ahead of the merger with Brookline Bancorp.
Posted 9/1/11

BROOKLINE, Mass. – Brookline Bancorp Inc. announced the deadline for shareholders of Bancorp Rhode Island Inc. to express what their preferred form of compensation is ahead of the merger.

Brookline agreed to purchase Bancorp Rhode Island, which has 17 branches in Rhode Island, in a $234 million deal in April. The merger is expected to close in the fourth quarter of 2011, no earlier than Oct. 1.

The deadline is Sept. 26 for Bancorp Rhode Island shareholders to say whether they prefer to receive Brookline common stock, cash - or a combination of stock and cash - in exchange for their common stock.

Each Bancorp Rhode Island share is worth either 4.686 shares of Brookline common stock or $48.25 in cash, according to the merger agreement.

Shareholders must send their Election Form and Letter of Transmittal, along with the Bancorp Rhode Island stock certificates, to American Stock Transfer & Trust Company before 5 p.m. EDT on the 26th.

Shareholders may not receive their chosen form of compensation since 2.347 million shares, or 50 percent, of Bancorp Rhode Island stock will be converted into Brookline common stock and the remaining common stock will be converted into cash.

If too many shares of Brookline stock are elected, shareholders may receive a pro rata rate. Examples of the agreed allocation are available on the SEC filing dated July 29, beginning on page 71.

A special meeting is scheduled to take place Sept. 8 for Bancorp Rhode Island shareholders to approve the related merger agreement. The merger is also pending approval from federal and state regulatory agencies.

Materials were scheduled to be mailed about Aug. 31 to shareholders on record at the close of business on Aug. 24. Under the merger agreement, however, the two entities have the right to extend the deadline, Brookline noted a news release.

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