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Section 1: 425 (FORM 8-K)

Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 18, 2014

 

 

Rockville Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut   001-35028   27-3577029
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

25 Park Street, Rockville, CT   06066
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (860) 291-3600

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01 Other Events.

On March 18, 2014, Rockville Financial, Inc. (the “Company” or “Rockville”), announced that the Connecticut Department of Banking approved the merger of the Company’s subsidiary, Rockville Bank (the “Bank”) with United Bank of West Springfield, Massachusetts. The approval is subject to customary regulatory conditions. The Company and/or the Bank have submitted related applications to the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “FRB”) and the Massachusetts Board of Bank Incorporation. Rockville has received approval from both the FDIC and the FRB; the application to the Massachusetts Board of Bank Incorporation is pending approval. The merger transaction also requires notice to the Office of the Comptroller of the Currency (the “OCC”). The OCC has received notice and has indicated that it does not intend to make any comments on the notice.

The Company issued a press release regarding the matters described above. The complete text of this press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01 Financial Statements and Exhibits

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) Not applicable.

 

(d) Exhibits

 

Exhibit 99.1    Press Release dated March 18, 2014.

Additional Information for Stockholders

In connection with the proposed merger between Rockville and United Financial Bancorp, Inc. (“United”), Rockville has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (File No. 333-192930) that includes a joint proxy statement of Rockville and United and a prospectus of Rockville, as well as other relevant documents concerning the proposed transaction. The SEC declared the Registration Statement effective as of February 5, 2014, and Rockville and United have mailed the definitive joint proxy statement/prospectus to their respective stockholders. STOCKHOLDERS OF ROCKVILLE 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.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 18, 2014     ROCKVILLE FINANCIAL, INC.
    Registrant
    By:  

/s/ Eric R. Newell

      Eric R. Newell
      Executive Vice President/
      Chief Financial Officer


EXHIBIT INDEX

 

Exhibit 99.1    Press Release dated March 18, 2014.
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

       LOGO    LOGO
For Immediate Release:                March 18, 2014
Investor Relations Contact:                Investor and Media Relations Contact:
Marliese L. Shaw                Dena Hall
Senior Vice President, Investor Relations Officer                Senior Vice President, Marketing
860-291-3622                Community Relations
mshaw@rockvillebank.com                413-787-1292
               dhall@bankatunited.com
Media Relations Contact:   
Adam J. Jeamel   
Vice President, Corporate Communications   

860-291-3765

ajeamel@rockvillebank.com

  

Rockville Financial Inc. and United Financial Bancorp Inc. Receive

Regulatory Approvals for Merger

March 18, 2014 (Glastonbury, Conn./West Springfield, Mass): William H.W. Crawford IV, President and CEO of Rockville Bank and Rockville Financial, Inc., and Richard B. Collins, United Financial Bancorp, Inc.’s Chairman, President and Chief Executive Officer, today announced that the Connecticut Department of Banking has approved Rockville Bank’s application to merge with United Bank of West Springfield, Massachusetts.

Rockville Financial, Inc. and United Financial Bancorp, Inc. have now secured approvals from four of the five regulators they submitted applications to, including the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System and the Connecticut Department of Banking. The Office of the Comptroller of Currency also informed both Companies that it does not intend to make any comments on the notice filed with it. The Massachusetts Board of Bank Incorporation application is still pending.

In November, Rockville and United publicly announced their strategic merger of equals, a stock-for-stock transaction valued at $369 million. The combined bank, which will be called United Bank, will create the largest community bank headquartered in the Hartford – Springfield market with nearly $5 billion in assets and top five deposit market share in each metropolitan statistical area.

 

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“This continues to be an exciting and historic time for our two banks whose legacies of providing superior customer service and community giving goes back more than 100 years each,” said William H.W. Crawford, IV, President and CEO of Rockville Financial, Inc. and Rockville Bank. “As we look forward to our special shareholder meetings on April 8, teams from both banks are working very hard together to ensure this merger will result in the premier community bank in New England that will have greater scale, the best banking products and services with advanced banking technology and over 50 branches in Connecticut and Massachusetts. Based on our similar cultures and vision to be the best community bank, I am confident we will effectively meet these expectations by successfully creating a new United Bank that is a more efficient and competitive company and that delivers a return on investment for our shareholders.”

“This strategic merger of equals of two strong, like-minded independent community banks will establish a high-performing bank that does what we do best: provide superior customer service and deliver greater shareholder value to our investors,” said Richard B. Collins, United Financial Bancorp, Inc.’s Chairman, President and Chief Executive Officer. “Customers, shareholders and employees will benefit from what we set out to do when we announced this merger back in November: to position the new United Bank as an outperformer among other New England banks with the ability to compete, grow and become more profitable.”

Both United and Rockville have scheduled their respective special shareholder meetings for April 8, 2014 when shareholders will be asked to give their final approval of the merger.

About Rockville Financial Inc.

Rockville Financial, Inc. is the parent company of Rockville Bank, which is a 22-branch community bank serving Tolland, Hartford, New Haven and New London counties in Connecticut. Rockville Financial and United Financial Bancorp, Inc. (United Bank) of West Springfield, Massachusetts, announced a strategic merger of equals on November 15, 2013, still pending regulatory and shareholder approval. Rockville Bank recently opened a full-service banking branch in Hamden, Conn., and announced plans to open a retail branch in North Haven, Conn., later this year. For more information about Rockville Bank’s services and products, call (860) 291-3600 or visit www.rockvillebank.com. For more information about Rockville Financial, Inc., visit www.rockvillefinancialinc.com or download the Company’s free Investor Relations app on your Apple or Android device.

To download Rockville Financial, Inc.’s investor relations app on your iPhone, which offers access to SEC documents, press releases, videos, audiocasts and more, please visit https://itunes.apple.com/WebObjects/MZStore.woa/wa/viewSoftware?id=725271098&mt=8 or https://itunes.apple.com/WebObjects/MZStore.woa/wa/viewSoftware?id=725271098&mt=8 for your iPad or https://play.google.com/store/apps/details?id=com.theirapp.rockville for your Android mobile device.

 

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About United Financial Bancorp, Inc.

United Financial Bancorp, Inc. is a publicly owned corporation and the holding company for United Bank, a federally chartered bank headquartered at 95 Elm Street, West Springfield, MA, 01090. The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol UBNK. United Bank provides an array of financial products and services through its 16 branch offices and 2 express drive-up branches in the Springfield region of Western Massachusetts; 7 branches in the Worcester region of Central Massachusetts; and 12 branches in Connecticut’s Hartford, Tolland and New Haven counties. The Bank also operates loan production offices located in Beverly, Massachusetts and Glastonbury, Connecticut. Through its Wealth Management Group, the Bank offers access to a wide range of investment and insurance products and services, as well as financial, estate and retirement strategies and products. For more information regarding the Bank’s products and services and for United Financial Bancorp, Inc. investor relations information please visit www.bankatunited.com or on Facebook at facebook.com/bankatunited.

 

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