Rockville Bank Shareholders Approve Plan To Go Fully Public

Shareholders of Rockville Financial, Inc., the parent company of Rockville Bank, have approved a plan of conversion and reorganization to go fully public.

The sale of common stock will be completed by the newly formed Rockville Financial New Inc. 

The bank's shares currently trade on the Nasdaq market under the symbol RCKB.

Bank officials said the sale of 17,109,886 shares of common stock at $10 per share should produce about $171 million. 

The offering was oversubscribed such that all orders for shares of common stock were filled in the first two categories of the subscription offering, with approximately 16.9 million shares to be issued to depositors of Rockville Bank as of June 30, 2009 and approximately 279,048 shares to be issued to Rockville Bank’s employee stock ownership plan.

Rockville Bank’s employee stock ownership plan intends to purchase approximately 405,347 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.

The firm of Keefe, Bruyette & Woods, Inc. acted as selling agent in the subscription offering. 

While the offering is being completed, outstanding shares of Rockville Financial common stock owned by the public will be converted into the right to receive 1.5167 shares of the company’s new common stock. Cash in lieu of fractional shares will be paid at a rate of $10 per share.

For example, if a shareholder currently owns 100 shares, he or she will receive 151 shares and a check for $6.70 in lieu of fractional shares. As a result of the offering and the exchange of shares, the bank will have approximately 29.5 million shares outstanding after the transaction.

The deal is scheduled to close on or about March 3, at which time holding companies will become the fully public stock holding company of Rockville Bank. 

The shares of common stock of Rockville Financial will cease trading under the trading symbol RCKB on the NASDAQ exchange at the close of trading on or about March 3.  The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the NASDAQ market on or about March 4 under the trading symbol RCKBD, and after a trading period of 20 trading days the trading symbol will revert back to RCKB.

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

The company has pledged to maintain a "community bank" feel to its business practices despite going fully public. Bank executives have vehemently denounced any notion that Rockville Bank is being set up for a takeover by a larger institution.

They say the stock sale was necessitated by new banking regulations that require more operating capital.

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

Shareholders of Rockville Financial holding shares in street name or in book-entry form will receive shares of the company’s common stock within their accounts.  

Shareholders of Rockville Financial holding shares in certificated form will be mailed a letter of transmittal on or about March 10 and receive their shares of the company’s common stock and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to the company’s transfer agent.