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Section 1: 425 (425)

425

Filed by Rockville Financial, 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: United Financial Bancorp, Inc.

Commission File No.: 333-192930

 

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BRANCH CONSOLIDATION

Customer Q&A

 

  1. Which branches are you consolidating as a result of your merger?

There are some overlapping branches when it comes to the Rockville-United merger. After studying the close proximity of Rockville and United branches and determining inefficiencies that exist within our branch network, we identified four branches in Ellington, Enfield, Manchester and Suffield that we propose consolidating in late 2014:

 

    The Rockville Bank branch located at 12 Main Street in Ellington will be consolidated into the United Bank branch at 287 Somers Road in Ellington. These two branches are less than one mile apart. The Bank will file an application to open a loan production office in the Rockville Bank branch and maintain an ATM there for customer convenience.

 

    United Bank’s branch located at 268 Hazard Avenue in Enfield will be consolidated into Rockville Bank’s branch at 231 Hazard Avenue. These two branches are less than a half mile apart. Rockville is currently planning a renovation at our Hazard Avenue branch to enhance the customers’ banking experience. Rockville Bank has another branch located in the Enfield Big Y Supermarket on Palomba Drive and United Bank has a branch located at 855 Enfield Street.

 

    United Bank’s branch located at 23 Main Street in Manchester will be consolidated into the Rockville Bank branch at 768 North Main Street. These two branches are a little more than a mile apart. Rockville has two other branches in Manchester located at 341 Broad Street and the Big Y Supermarket Branch.

 

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    United Bank’s branch located at 112 Mountain Road in Suffield will be consolidated into the Rockville Bank branch at 275 Mountain Road. These two branches are less than a half mile apart.

 

  2. I’ve banked at one of those branches for many years. What’s going to happen to the friendly, hardworking employees who I enjoy banking with in those branches?

The Rockville and United employees who work at these four locations will be offered comparable positions in the same or nearby communities within our branch network at the new United Bank, if they choose to accept. This will ensure you will continue to be able to maintain close banking relationships with the branch employees you’ve come to know and trust over the years.

 

  3. If I am a United customer who banks at the Enfield, Manchester or Suffield branches, should I start doing my banking at a nearby Rockville branch? If I am a Rockville customer who banks at the Ellington branch, should I start doing my banking at the Ellington United branch?

United and Rockville customers should continue to do their banking as they normally would do. Both banks will give customers ample notification of when they can expect to see any changes.

 

  4. What’s the timeline for the consolidation of these branches?

We stated in regulatory filings that we have identified four branches we propose to consolidate to minimize branch overlap of the new United Bank. At this time, this is only a proposed list – a formal application will be filed after legal close of this merger of equals (which we anticipate in the first half of 2014) and would be subject to regulatory approval, meaning any branch consolidation would not take place until late 2014.

 

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  5. When will the merger be finalized?

Now that we have announced the merger, Rockville Bank and United Bank are beginning the process of obtaining regulatory and shareholder approval. We anticipate the legal closing of the merger to take place sometime in the first half of 2014. If it is approved by regulators and shareholders, we are preparing for the conversion to take place in the 4th quarter of 2014.

 

  6. Do you plan on consolidating any other Rockville or United branches as a result of this merger?

At this time, there are no plans to consolidate any more branches. We will continue to look at duplicative services that exist and determine how best to create efficiencies, while at the same time enhancing customer service. We expect that due to an increased demand for the products and services of the resultant bank, there will be additional opportunities to open retail branches in the future.

Additional Information for Stockholders

In connection with the proposed merger, Rockville has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (File No. 333-192930) that includes a preliminary joint proxy statement of Rockville and United and a preliminary prospectus of Rockville, as well as other relevant documents concerning the proposed transaction. Rockville and United will mail the definitive joint proxy statement/prospectus to their stockholders. STOCKHOLDERS OF ROCKVILLE AND UNITED ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other filings containing information about Rockville and United at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus and the other filings may also be obtained free of charge at Rockville’s website at www.rockvillefinancialinc.com under the section “SEC Filings” or at United’s website at www.bankatunited.com under the tab “About Us” and then “Investor Relations,” and then under the heading “SEC Filings.”

Rockville, United and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of Rockville’s and United’s stockholders in connection with the proposed merger. Information about the directors and executive officers of Rockville and their ownership of Rockville common stock is set forth in the proxy statement for Rockville’s 2013 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 4, 2013. Information about the directors and executive officers of United and their ownership of United common stock is set forth in the proxy statement for United’s 2013 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on March 13, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction is contained in the joint proxy statement/prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

 

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