Brookline Bancorp received the requisite regulatory approvals from the Board of Governors of the Federal Reserve System, New York State Department of Financial Services and Massachusetts Board of Bank Incorporation to complete the acquisition of PCSB Financial. Brookline and PCSB closed the transaction on Jan. 1.
PCSB stockholders will receive the following merger consideration:
- PCSB stockholders will receive 1.3284 shares of Brookline common stock for each share of PCSB common stock for which they made a valid stock election;
- PCSB stockholders who expressed no preference or did not make a valid election will receive 1.3284 shares of Brookline common stock for each share of PCSB common stock held by them; and
- For PCSB stockholders who made a valid cash election, approximately 46.38% of the shares of PCSB common stock held by such persons will be exchanged for cash at the rate of $22.00 for each PCSB share exchanged and the balance of the PCSB shares held by such persons will be exchanged for Brookline common stock at the rate of 1.3284 shares of Brookline common stock for each PCSB share exchanged.
Under the merger agreement PCSB stockholders will receive cash, without interest, measured by the average of the daily closing prices of Brookline common stock on Nasdaq for the 10 consecutive trading day period ending on the fifth business day immediately prior to the closing date, rounded to the nearest whole cent.
Of the 15,334,707 shares of PCSB common stock outstanding as of the record date for the election process:
- Holders of 552,828 shares, or 3.6%, elected to receive Brookline common stock;
- Holders of 13,226,219 shares, or 86.3%, elected to receive cash; and
- Holders of 1,555,650 shares, or 10.1%, did not make a valid election or did not express a preference.