Brookline Bancorp and First Commons Bank Sign Merger Agreement For Acquisition of First Commons Bank

9/21/17

BOSTON, Sept. 21, 2017 (GLOBE NEWSWIRE) -- Brookline Bancorp, Inc. (NASDAQ:BRKL) and First Commons Bank, N.A. announced today the execution of an agreement and plan of merger, pursuant to which First Commons Bank will merge with and into Brookline Bank.

Under the terms of the agreement, Brookline will pay $16.70 per share, or $52.5 million in Brookline stock, for the outstanding shares and warrants of First Commons Bank, and $3.4 million in cash for the outstanding options, representing a total transaction value of $55.958 million. First Commons Bank stockholders will receive 1.171 shares of Brookline common stock for each First Commons Bank share they own, subject to adjustment based on Brookline’s ten-day, volume-weighted average stock price between $13.19 and $15.33. Brookline has the option to pay up to 50% of the consideration for the outstanding shares in cash.

Brookline is a publicly-traded bank holding company headquartered in Boston, Massachusetts with approximately $6.7 billion in assets and branch locations in Massachusetts and Rhode Island. Brookline operates as the holding company for Brookline Bank, Bank Rhode Island, and First Ipswich Bank. First Commons Bank is a privately held national banking association with approximately $324 million in assets as of June 30, 2017 located in Newton and Wellesley, Massachusetts. Upon completion of the acquisition, Brookline’s assets are expected to increase to $7.1 billion. Following the acquisition, Brookline will continue to be well capitalized and positioned to take advantage of other potential future growth opportunities.

Paul Perrault, President and Chief Executive Officer of Brookline, said, “We are very pleased to welcome the customers of First Commons Bank to Brookline Bank, and we look forward to getting to know its employees. This combination leverages our unique talents and efforts within greater Boston and strengthens our position in the marketplace.”

Tony Nuzzo, Chairman, President and Chief Executive Officer of First Commons Bank, said, “We are excited to have our clients join Brookline Bank, which has a long tradition of providing quality customer service in both the commercial and retail areas throughout the greater Boston market.”

The following are selected terms and metrics associated with the transaction based upon current projections:

  • Total transaction value: $55.958 million
  • Price to June 30, 2017 tangible book value per share: 1.49x
  • Anticipated to be 2% accretive to earnings per share on a full year basis
  • Tangible book value dilution of $0.05 per share inclusive of merger charges with expected earn-back of approximately 3 years
  • Projected cost saves: 50%


The companies expect to consummate the transaction during the first quarter of 2018, subject to approval by First Commons Bank shareholders, the receipt of all required regulatory approvals, and the satisfaction of customary closing conditions.

Brookline was advised by the law firm of Goodwin Procter LLP. First Commons Bank was advised by Keefe, Bruyette & Woods, Inc. and the law firm of Nutter McClennen & Fish LLP.

About Brookline Bancorp, Inc.

Brookline Bancorp, Inc. is a multi-bank holding company for Brookline Bank, First Ipswich Bank, and Bank Rhode Island and their subsidiaries. Headquartered in Boston, MA, Brookline has $6.7 billion in assets and branches throughout Massachusetts and Rhode Island. As a commercially-focused financial institution, Brookline, through its banks, offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, on-line banking services, consumer and residential loans and investment services designed to meet the financial needs of small-to mid-sized businesses and retail customers. Brookline also provides equipment financing through its Eastern Funding and Macrolease Corporation subsidiaries. More information about Brookline Bank may be found at www.brooklinebank.com.

About First Commons Bank, N.A.

First Commons Bank, N.A., is a nationally chartered, FDIC-insured full-service community bank, dedicated to serving the businesses and individuals of Newton, Wellesley, Waltham, and eastern Massachusetts. The bank opened for business on July 22, 2009. Its main office is located at 718 Beacon Street in Newton Centre, Massachusetts, and it has a branch at 161 Linden Square in Wellesley, Massachusetts. Visit the First Commons Bank website at http://www.firstcommonsbank.com. Follow the bank on Facebook at http://facebook.com/firstcommonsbank and on Twitter at http://twitter.com/firstcommonsbank

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