Rockville Bank Is Officially A Public Institution

Rockville Financial, Inc., the holding company for Rockville Bank, announced on Thursday that it is now a stock form holding company that is fully owned by the public.

The bank previously had a mutual holding company structure.

The company sold 17,109,886 shares of common stock in a subscription offering, including 276,017 shares to the Rockville Bank employee stock ownership plan. Rockville Bank’s employee plan will now purchase additional shares of common stock in the aftermarket to achieve a level of purchases equal to 4 percent of the shares sold in the offering. All shares were sold at $10 per share. Keefe, Bruyette & Woods, Inc. acted as selling agent for the offering.

Concurrent with the completion of the sale, each share of common stock owned by public shareholders of the former Rockville Financial, Inc., which had been the mid-tier holding company in the mutual holding company structure, was exchanged for 1.5167 shares of the company’s common stock. Cash in lieu of fractional shares will be paid at a rate of $10 per share. As a result of the stock sale and the exchange, the company now has approximately 29,504,891 shares outstanding.

The shares of common stock sold in the offering and issued in the exchange will begin trading on the Nasdaq Global Select Market on March 4 under the symbol RCKBD for a period of 20 trading days and will thereafter go back to trading under the RCKB symbol.

Stock certificates for shares purchased in the sale are expected to be mailed to subscribers on or about March 4.

Holders of shares of the former Rockville Financial, Inc. in street name or in book-entry form will receive shares of company common stock within their accounts.

Holders of shares of the former Rockville Financial, Inc. in certificate form will be mailed a letter of transmittal on or about March 10. They will receive their shares of company common stock and a check representing cash in lieu of fractional shares after submitting their stock certificates and a properly completed letter of transmittal to the company’s transfer agent.

Any cash dividends declared will not be paid to certificate holders until they exchange their shares of the former Rockville Financial, Inc. for shares of the new company.

Rockville Bank has branches in Colchester, Coventry, East Windsor, Ellington, Enfield, Glastonbury, Manchester, Rockville, Somers, South Glastonbury, South Windsor, Suffield, Vernon, Tolland, and three Big Y supermarket locations.

Bank officials have insisted the move is to raise the additional operating capital required in the current climate and not a ploy to drive up the stock price for a sale to a larger institution. Bank officials have said repeatedly there will be no change in the way the bank does business.