Brookline Bancorp, Inc. and PCSB Financial Corporation Announce Election Deadline

Rhea-AI Summary

Brookline Bancorp (NASDAQ: BRKL) and PCSB Financial Corporation (NASDAQ: PCSB) announced the deadline for PCSB stockholders to elect their preferred form of consideration in the upcoming merger. Shareholders can choose between $22.00 in cash or 1.3284 shares of Brookline stock. The election must be completed by 5:00 p.m. ET on October 21, 2022. The merger awaits customary regulatory approvals. Following the merger, 60% of PCSB's shares will convert to Brookline stock, affecting the final allocation for those electing cash or stock.

Positive

• Brookline and PCSB are moving forward with a merger that could enhance market position.
• Merger offers shareholders options between cash and stock, providing flexibility.

Negative

• Merger subject to regulatory approval, posing potential delays.
• The allocation procedures may result in shareholders receiving less than their elected consideration.

BOSTON and YORKTOWN HEIGHTS, N.Y., Sept. 26, 2022 (GLOBE NEWSWIRE) -- 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:
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

FAQ

What is the merger deadline for PCSB stockholders?

The deadline for PCSB stockholders to submit their election form is 5:00 p.m. ET on October 21, 2022.

What options do PCSB stockholders have in the merger with Brookline?

PCSB stockholders can elect to receive either $22.00 in cash or 1.3284 shares of Brookline stock.

What percentage of PCSB shares will convert to Brookline stock?

60% of the outstanding shares of PCSB will be converted to Brookline common stock.

What happens if PCSB shareholders miss the election deadline?

If shareholders miss the election deadline, their shares will be treated as 'no election' shares for the merger's allocation procedures.

What are the risks associated with the Brookline and PCSB merger?

Risks include potential delays due to regulatory approvals and the possibility that shareholders may receive less than their elected consideration.