M&A - BROOKLINE BANCORP INC

Form Type: DEFM14A

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925033044

Filing Summary: Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc. have proposed a merger of equals, with Brookline as the surviving corporation initially merging into Berkshire. The merger agreement stipulates that Brookline stockholders will receive 0.42 shares of Berkshire common stock for each share of Brookline they hold. The overall value of the merger consideration is approximately $1.1 billion based on prior market prices. Brookline stockholders are invited to vote on the merger and related proposals during the special meeting scheduled for May 21, 2025. Approval of this merger requires the affirmative vote of the majority of Brookline stockholders and is contingent upon several factors, including the issuance of Berkshire shares. The document emphasizes the importance of shareholders' votes and provides details on how to participate in the meetings. Risks associated with the merger are also outlined in the accompanying materials, advising stakeholders to consider potential impacts on stock value and corporate structure.

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Form Type: 8-K

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128696

Filing Summary: On December 16, 2024, Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc. entered into a Merger Agreement whereby Berkshire's subsidiary will merge with Brookline, followed by Brookline merging with Berkshire. The Merger Agreement outlines that each Brookline Common Stock share will convert into 0.42 shares of Berkshire Common Stock at the Effective Time. Additionally, outstanding equity awards for Brookline and Berkshire will fully vest and convert per the Exchange Ratio. The Merger is subject to shareholder approval and various regulatory approvals.

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Form Type: DEFA14A

Filing Date: 2024-12-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924128698

Filing Summary: On December 16, 2024, Brookline Bancorp, Inc., Berkshire Hills Bancorp, Inc., and Commerce Acquisition Sub, Inc. entered into a Merger Agreement. The agreement stipulates that Commerce Acquisition Sub will merge with Brookline, making Brookline the surviving entity. Following this, Brookline will merge with Berkshire, allowing Berkshire to emerge as the surviving entity. The merger comprises bank mergers involving Berkshire Bank and Brookline Bank, which will occur in succession. Brookline common stock will convert into Berkshire common stock at an exchange rate of 0.42. Furthermore, all existing Brookline equity awards will vest fully, converted based on the exchange ratio, while Berkshire's equity awards also will accelerate in vesting. Conditions for the merger's completion include requisite approvals from stockholders and regulatory bodies. The agreement includes a termination clause with a $45 million fee for either party under specified conditions.

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