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| 8-K - FORM 8-K - Rockville Financial Inc. | y88789ae8vk.htm |
Exhibit 99.1
ROCKVILLE FINANCIAL, INC. TO COMMENCE SECOND STEP OFFERING
Rockville, Connecticut (December 30, 2010) – Rockville Financial, Inc. (NASDAQ Global Select Stock
Market: “RCKB”), the parent company of Rockville Bank, announced today that it has received
regulatory approval to commence the second step reorganization and offering in accordance with the
Plan of Conversion and Reorganization (the “Plan of Reorganization”) previously adopted by the
Boards of Directors of Rockville Financial MHC, Inc. (the “Mutual Holding Company”), Rockville
Financial, Inc. (“Existing Rockville Financial”) and Rockville Bank. Under the Plan of
Reorganization, the Mutual Holding Company will reorganize from the current two-tier mutual holding
company structure it adopted in 2005 to a stock holding company structure and will undertake a
“second-step” offering of new shares of common stock by Rockville Financial New, Inc. (“New
Rockville Financial”), the newly formed proposed holding company for Rockville Bank. Existing
Rockville Financial and New Rockville Financial also announced today that the registration
statement relating to the sale of common stock of New Rockville Financial has been declared
effective by the Securities and Exchange Commission.
New Rockville Financial is offering for sale up to 14,950,000 shares of common stock, subject to a
15% increase up to 17,192,500 shares, in connection with the “second-step” offering. The shares of
common stock being offered represent the ownership interest in Existing Rockville Financial and
other assets now held by the Mutual Holding Company.
At the conclusion of the conversion and offering, the existing shares of common stock held by the
public shareholders of Existing Rockville Financial will be exchanged for between 0.9693 and 1.3114
shares of New Rockville Financial, subject to a 15% increase to 1.5082 of such shares. The number
of shares to be sold in the offering and issued to public shareholders in the exchange is based on
an independent appraisal of the estimated pro forma market value of Existing Rockville Financial at
November 12, 2010. The offering and exchange ratio ranges could change as a result of regulatory
review or due to updates to the independent appraisal, reflecting, among other things, changes in
market conditions before or during the offering.
After the completion of the conversion and offering, New Rockville Financial will be 100% owned by
public shareholders, and Existing Rockville Financial and the Mutual Holding Company will each
cease to exist. New Rockville Financial’s name will be changed to “Rockville Financial, Inc.” upon
the completion of the conversion and the offering.
The completion of the conversion and offering is subject to, among other things, selling a minimum
of 11,050,000 shares in the offering, the receipt of all necessary final regulatory
approvals, and the receipt of the approval of the shareholders of Existing Rockville Financial as
of January 4, 2011. A special meeting of Existing Rockville Financial’s shareholders is scheduled
to be held on February 18, 2011.
On or about January 10, 2011, offering materials will be mailed to Rockville Bank depositors
eligible to purchase shares in a subscription offering, and proxy materials will be mailed to
Existing Rockville Financial’s shareholders. The subscription offering and a community offering are
expected to expire at 12:00 noon, on February 11, 2011. Shares not sold in the subscription and
community offerings may be sold in a syndicated community offering.
New Rockville Financial has established a Stock Information Center to handle inquiries of its
depositors and shareholders with respect to the subscription and community offerings. The Stock
Information Center will open on January 11, 2011. The Stock Information Center’s telephone number
is (877) 860-2091. Hours of operation will be from 9:00 a.m. to 5:00 p.m., Monday through Friday,
excluding bank holidays. A copy of the prospectus
relating to the subscription and community
offerings may be obtained by calling the Stock Information Center beginning on January 11, 2011.
Keefe, Bruyette & Woods, Inc. is assisting New Rockville Financial in selling its common stock in
the subscription and community offerings on a best efforts basis. Hinckley, Allen & Snyder, LLP is
serving as legal counsel to Existing Rockville Financial and New Rockville Financial.
Rockville Bank is headquartered in Rockville, Connecticut and operates through 21 1/2 banking
offices located in Connecticut’s Hartford, Tolland and New London Counties.
This press release contains certain forward-looking statements about the conversion and
reorganization. Forward-looking statements include statements regarding anticipated future events
and can be identified by the fact that they do not relate strictly to historical or current facts.
They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or
future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking
statements, by their nature, are subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results include delays in consummation of
the Plan of Reorganization, difficulties in selling the conversion stock or in selling the
conversion stock within the expected time frame, increased competitive pressures, changes in the
interest rate environment, general economic conditions or conditions within the securities markets,
and legislative and regulatory changes that could adversely affect the business in which
Existing Rockville Financial and its subsidiaries are engaged.
A registration statement relating to these securities has been filed with the United States
Securities and Exchange Commission. This press release is neither an offer to sell nor a
solicitation of an offer to buy common stock. The offer will be made only by means of the written
prospectus forming part of the registration statement (and, in the case of the subscription
offering, an accompanying stock order form).
Existing Rockville Financial has filed a proxy statement/prospectus concerning the conversion with
the SEC. Shareholders of Existing Rockville Financial are urged to read the proxy
statement/prospectus because it contains important information. This release is not
proxy-soliciting material. Investors are able to obtain all documents filed with the SEC by
Existing Rockville Financial and New Rockville Financial free of charge at the SEC’s website,
www.sec.gov. In addition, documents filed with the SEC by Existing Rockville Financial and New
Rockville Financial are available free of charge from the Corporate Secretary of Existing Rockville
Financial at 1645 Ellington Road, South Windsor, Connecticut 06074, Attention: Judy Keppner Clark.
The directors, executive officers, and certain other members of management and employees of
Rockville Financial, Inc. are participants in the solicitation of proxies in favor of the
conversion from the shareholders of Existing Rockville Financial. Information about the directors
and executive officers of Existing Rockville Financial is included in the proxy
statement/prospectus filed with the SEC.
The shares of common stock are not savings accounts or savings deposits,
may lose value, and are not insured by the Federal Deposit Insurance
Corporation or any other government agency.