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Brookline Bancorp, Inc. Announces Election Deadline for Bancorp Rhode Island Shareholders

^{Published on 2011-08-31 12:11:57 - Market Wire}
 

BROOKLINE, Mass.--([ BUSINESS WIRE ])--Brookline Bancorp, Inc. (aBrooklinea) (NASDAQ: BRKL) today announced the deadline for shareholders of Bancorp Rhode Island, Inc. (aBancorp Rhode Islanda) (NASDAQ: BARI) to elect the form of consideration that they wish to receive in Brooklinea™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 holdera™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.

Shareholders with questions regarding the election materials or who wish to obtain copies of the election materials should contact Phoenix Advisory Partners, the information agent, at (877) 478-5038.

About Brookline Bancorp, Inc.

Brookline Bancorp, Inc., headquartered in Brookline, MA, operates as the bank holding company for Brookline Bank and The First National Bank of Ipswich. A full-service financial institution founded in 1871, Brookline Bank provides individuals and small to mid-sized businesses with deposit and lending services, residential mortgages and home equity lending, commercial and commercial real estate lending, cash management, merchant services, and access to investment services. For more information, go to [ www.brooklinebank.com ].

Forward-Looking Statements

This press release contains statements about future events that constitute forward-looking statements. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, competition, failure to complete the proposed acquisition of Bancorp Rhode Island in a timely manner or at all, business disruptions due to the pendency of the transaction, and difficulties related to the integration of the businesses following the merger. For additional factors that may affect future results, please see the filings made by Brookline with the Securities and Exchange Commission, including Brooklinea™s Annual Report on Form10-K (as amended) for the year ended December31, 2010, as supplemented by its Quarterly Reports on Form10-Q. Brookline undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances that may arise after the date of this press release.

Additional Information About this Transaction

In connection with the proposed merger, Brookline has filed relevant documents with the SEC, including a registration statement on FormS-4 that included a proxy statement/prospectus dated July29, 2011. The proxy statement/prospectus was mailed to Bancorp Rhode Island shareholders on or about August5, 2011. Investors are urged to read the proxy statement/prospectus and the other relevant materials, including any amendments or supplements to those documents, because they contain or will contain important information. The proxy statement/prospectus and other relevant materials filed by Brookline or Bancorp Rhode Island with the SEC, may be obtained free of charge at the SECa™s website at [ www.sec.gov ]. In addition, investors may obtain free copies of the documents by directing a written request to Paul R. Bechet, Brookline Bancorp,Inc., 160 Washington Street, Brookline, Massachusetts 02445.

Brookline, Bancorp Rhode Island and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Bancorp Rhode Island in connection with the proposed merger. Information about the executive officers and directors of Brookline is set forth in its proxy statement filed with the SEC on March17, 2011, andfor Bancorp Rhode Island, in its proxy statement filed with the SEC on April15, 2011 and its Annual Report on Form10-K for the year ended December31, 2010. Investors may obtain additional information regarding the participants in the merger by reading the proxy statement/prospectus.

This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.