Filed by Berkshire Hills Bancorp,
Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act
of 1934
Subject Company: Brookline Bancorp,
Inc.
Commission File No.: 0-23695
Employee
FAQ: Berkshire Hills Bancorp & Brookline Bancorp Merger
These FAQs were developed
for employees to help answer common questions related to the announcement that Berkshire Hills Bancorp, Inc. (“Berkshire”)
and Brookline Bancorp, Inc. (“Brookline”) have signed an agreement to merge, subject to customary regulatory approvals.
Please note that these FAQs are intended
for internal use only. They will be regularly updated and new answers to your common questions added throughout the transition.
Separate client facing FAQs are available in our Merger of Equals Employee
Resource Site on Connex and at berkshirebank.com/premiernortheastbank
Any employee who receives an inquiry
from the media about this topic, per our standard procedures, should forward the request promptly to our Communications team at Communications@BerkshireBank.com.
Unless authorized, at no time should employees provide comments to the media on any bank matter.
FAQ Contents
General
What are the details
of the merger?
Berkshire Hills Bancorp, Inc. and
Brookline Bancorp, Inc. announced the signing of a definitive agreement on December 16, 2024, under which the companies will
combine in an all-stock merger of equals transaction. The merger brings together two leading companies to create a premier Northeast
financial institution with approximately $24 billion in assets, $18 billion in total deposits, $19 billion in total loans and more than
140 branches across five states.
Why are Berkshire
and Brookline merging?
The merger will allow both Berkshire
and Brookline to increase their scale, enhance their performance and bring together two highly compatible cultures and geographic footprints.
The combination will help position the company for stronger, sustainable, long-term growth that creates greater value for all stakeholders
than either company could achieve independently.
Will the merger impact
jobs?
First and foremost, for now and the
immediate future, everything is business as usual. The employees of each organization will be an integral part of the combined company.
The Berkshire and Brookline teams are working collaboratively to make merger related decisions and to minimize job-related impacts. We
do expect the merger to create synergies within the combined organization and, as a result, some positions will be impacted. The new
larger company will also have new opportunities. Any affected employees will receive advance notice, severance packages and the opportunity
to apply for other open positions within the company.
Will there be any branch consolidations?
Berkshire and Brookline have complementary
geographic footprints with limited branch overlap. The company has identified four locations that will likely be consolidated based on
the proximity of Berkshire and Brookline branches. As with any consolidation, we will communicate with employees and clients well in
advance of any changes. We will make every effort to transition employees to other locations and roles to minimize any job impacts.
What does this mean for the projects
we are currently working on?
Right now, it’s business as usual.
You should continue to work on any projects or objectives as you would have prior to the announcement. If there is a need to shift or
change course, you will be notified by your manager or project leader.
Will the name of the bank(s) change?
In deference to the equal contributions
both companies will bring to the new institution, the combined company and bank will operate under a new name and new brand, which will
be determined prior to closing the transaction in the second half of 2025.
Who is Brookline
Bancorp?
Brookline Bancorp (NASDAQ: BRKL)
is a multi-bank holding company for Brookline Bank, Bank Rhode Island, PCSB Bank and their subsidiaries. Headquartered in Boston, Massachusetts,
the Company has $11 billion in assets and 65 branches throughout Massachusetts, Rhode Island and New York.
The Company, through its banks, offers
a wide range of commercial, business and retail banking services, including a full complement of cash management products, online banking
services, consumer and residential loans and investment services designed to meet the financial needs of small- to mid-sized businesses
and retail customers. The Company also provides equipment financing through its Eastern Funding subsidiary.
When will the merger
be finalized?
The merger is expected
to close in the second half of 2025, subject to the satisfaction of customary closing conditions, including receipt of customary regulatory
approvals and approval by the shareholders of each company.
When will I find
out more?
Employees will receive updates throughout
the process. Those communications will be delivered via emails and newsletters, on the company’s intranet (Connex at Berkshire),
and from your supervisors. Berkshire and Brookline will approach the integration process with the utmost respect for the valuable legacies
and histories of both institutions. We will work collaboratively to make merger-related decisions and communicate those decisions in
a transparent and timely manner.
Merger Benefits
What are the benefits
for employees?
For employees, the combination will
preserve and build on the strong cultures of both Berkshire and Brookline, including a commitment to focusing on an excellent client
experience as well as core values centered on respect, teamwork and accountability. The larger scale that results from the merger of
equals will create new opportunities for employees, career mobility and professional development.
What are the benefits
for clients?
Clients will gain access to an expanded
suite of financial products and services, larger network of branches, increased lending capacity, industry-leading experts and the technology
to help them bank when, where and how they want. The company will also maintain the local decision-making our communities have come to
expect, all delivered by familiar names and faces they trust.
What are the benefits
for the organizations’ communities?
The banks will maintain their strong
ties with their communities and will be better positioned to elevate their impact by leveraging the totality of resources that the larger
organization will be able to provide. Berkshire and Brookline have longstanding reputations for strong corporate citizenship and that
work will continue in the combined organization.
Organizational Matters
Who will be on the board of directors
of the merged company?
When
the merger of equals is finalized, the combined company's Board of Directors will consist of eight
directors from Berkshire and eight directors from Brookline. David Brunelle, Chairperson of Berkshire’s Board of Directors, will
serve as Chairperson of the Board of the combined company and the combined bank.
Who will be on the executive team
of the merged company?
When the merger
of equals is finalized, the management team will be comprised of equal numbers of executives from Berkshire and Brookline including:
| · | Paul
A. Perrault from Brookline will serve as CEO and a member of the board of directors |
| · | Sean
Gray from Berkshire will serve as Chief Operations Officer |
| · | Carl
M. Carlson from Brookline will serve as Chief Financial Officer |
| · | Michael
W. McCurdy from Brookline will serve as Chief Banking Officer |
| · | Mark
Meiklejohn from Brookline will serve as Chief Credit Officer |
| · | Jacqueline
Courtwright from Berkshire will serve as Chief Human Resources Officer |
| · | William
Gordon Prescott from Berkshire will serve as General Counsel |
How will the new company be organized?
The combined company will bring together
its four bank subsidiaries into one bank which will operate with six regions. Each of those regions will be led by an experienced local
leader who will be responsible for the overall business performance in their markets. Three will be from Berkshire and three will be
from Brookline. The six Regional Presidents and their current role are:
| · | Darryl
Fess, the current President and Chief Executive Officer of Brookline Bank |
| · | Michael
Goldrick, the current President and Chief Executive Officer of PCSB Bank |
| · | James
Hickson, the current Senior
Managing Director – Middle Market and Regional President of Berkshire Bank |
| · | James
Morris, the current Market President of New York and
Managing Director – Commercial Real Estate of Berkshire Bank |
| · | Elizabeth
Mineo, the current Managing Director – Private Banking of Berkshire Bank |
| · | William
Tsonos, the current President and Chief Executive Officer of Bank Rhode Island |
Where will the company’s headquarters
be located?
The combined company’s corporate
headquarters will be located in Boston, MA. In addition, the company expects to maintain regional hub sites across the franchise.
Assisting Clients
Where can clients learn more about
the merger?
Berkshire and Brookline have created
dedicated websites that will include all merger-related information, client FAQs and important resources to help ensure a smooth transition.
The website can be accessed at berkshirebank.com/premiernortheastbank
Will there be a disruption in client’s
services or account access?
Clients can continue to bank as usual.
There will be no interruption in access to their accounts or services at this time. Any changes in services, account access or technology
would occur after the merger is finalized in the second half of 2025 and will be communicated well in advance.
What steps do clients need to take
right now? Will clients receive additional information?
At this time, Berkshire and Brookline
clients do not need to do anything. Berkshire and Brookline will communicate with customers throughout the process with additional information
and directions about any actions they may need to take.
I’m a Berkshire client. May I
use one of Brookline Bank, Bank Rhode Island or PCSB Bank’s branches?
Not at this time. Clients will be able
to enjoy the extended network of branches in Massachusetts, Rhode Island and New York after the merger and any associated system conversions.
We will provide more information in the future.
Questions
I didn’t see my question in
the Q & A?
Please discuss your question with your
direct supervisor and, if not resolved, click here to submit it via a Microsoft Form. Questions will be answered in
a transparent and timely manner based on the information available as the merger of equals evolves.
Inquiries/Media
I’ve received an inquiry from
the media about this topic. What should I do?
As with any media inquiry, employees
should direct it to the Communications Team at communications@berkshirebank.com.
Brookline Bancorp (NASDAQ:BRKL)
過去 株価チャート
から 12 2024 まで 1 2025
Brookline Bancorp (NASDAQ:BRKL)
過去 株価チャート
から 1 2024 まで 1 2025
