M&A - BROOKLINE BANCORP INC

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000117184325003406

Filing Summary: On May 21, 2025, Brookline Bancorp, Inc. held a special meeting of stockholders to vote on a proposal regarding a merger agreement with Berkshire Hills Bancorp, Inc. and Commerce Acquisition Sub, Inc. The proposal was approved, allowing Commerce Acquisition Sub, Inc. to merge with Brookline, with Brookline surviving this initial merger. Subsequently, Brookline will merge into Berkshire, which will be the surviving entity. An additional advisory proposal concerning executive compensation related to the mergers was not approved. A quorum was established with 65,314,597 shares represented at the meeting, out of 89,960,465 shares eligible to vote. The voting results showed overwhelming support for the merger proposal, but significant opposition to the compensation proposal.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046740

Filing Summary: Brookline Bancorp, Inc. ("Brookline") has filed an 8-K report related to its merger with Berkshire Hills Bancorp, Inc. and its subsidiary Commerce Acquisition Sub, Inc. The merger is structured such that Brookline will merge with Berkshire, which will then be the surviving entity in a series of transactions, including bank mergers involving Brookline's subsidiaries. The report highlights challenges faced, including demand letters and litigation from shareholders alleging omissions in the joint proxy statement/prospectus. These complaints seek to prevent the merger and demand additional disclosures. Brookline and Berkshire assert that these allegations are without merit and that no further disclosures are needed, though they provide supplemental disclosures to address concerns raised. The current report also provides insights into the regulatory processes and stockholder meetings scheduled for May 21, 2025. The merger is projected to create a larger entity with over $20 billion in assets, enhancing competitive positioning in key northeast markets.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046751

Filing Summary: On May 9, 2025, Brookline Bancorp, Inc. reported an update regarding its merger agreement with Berkshire Hills Bancorp, Inc. and Commerce Acquisition Sub, Inc. The document outlines the terms of the Merger Agreement where Brookline will merge with the Merger Sub, resulting in Brookline as the surviving entity, followed by the Holdco Merger where Brookline will merge with Berkshire. Additionally, the bank subsidiaries of both institutions will merge, further consolidating their operations. The report also addresses legal challenges, including demand letters from stockholders and ongoing Merger Litigations, which claim the joint proxy statement/prospectus omits material information. In response to these claims, both companies are issuing Supplemental Disclosures to clarify existing information without admitting any legal violations. The filing indicates that proper disclosure was prioritized to facilitate the annual and special meeting of stockholders scheduled for May 21, 2025, while denying any allegations made against them regarding misleading information.

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.

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.

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.