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Section 1: 425 (FORM 8-K)

form8-k.htm

 
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) November 15, 2013

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 November 15, 2013, Rockville Financial, Inc. (“Rockville”) and United Financial Bancorp, Inc. (“United”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of November 14, 2013, providing for the merger of United and Rockville. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, on November 15, 2013, Rockville and United intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
 
Cautionary Statements Regarding Forward-Looking Information
 
This Current Report on Form 8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Rockville’s or United’s expectations or predictions of future financial or business performance or conditions.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions.  Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving United and Rockville, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and neither Rockville nor United assumes any duty to update forward-looking statements.  In addition to factors previously disclosed in Rockville’s and United’s  reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Rockville and United shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Rockville and United businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Rockville’s stock price before closing, including as a result of the financial performance of United prior to closing; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
 
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
 
 

 
Additional Information for Stockholders
 
In connection with the proposed merger, Rockville will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Rockville and United and a prospectus of Rockville, as well as other relevant documents concerning the proposed transaction.  Rockville and United will mail the joint proxy statement/prospectus to their stockholders.  SHAREHOLDERS OF ROCKVILLE AND UNITED ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about Rockville and United at the SEC’s website at www.sec.gov.  The joint proxy statement/prospectus (when available) 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  shareholders 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 Shareholders, 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 Shareholders, 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 may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
 
Item 9.01.                      Financial Statements and Exhibits

(a)           Not applicable.
(b)           Not applicable.
(c)           Not applicable.
(d)           Exhibits

 
Number
Description
Exhibit 99.1
Press Release Dated November 15, 2013
Exhibit 99.2
Investor Presentation Dated November 15, 2013
 
 
 

 
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:  November 15, 2013
ROCKVILLE FINANCIAL, INC.
 
Registrant
   
 
By:  /s/ William H. W. Crawford, IV
 
William H. W. Crawford, IV
 
President and
 
Chief Executive Officer
   




 
 

 
Exhibit Index


Number
Description
Exhibit 99.1
Press Release Dated November 15, 2013
Exhibit 99.2
Investor Presentation Dated November 15, 2013



 
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Section 2: EX-99.1 (EXHIBIT 99.1)

ex99-1.htm

                                                          

 
 For Immediate Release:  November 15, 2013
   
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
413-787-1292
 
Media Relations Contact:
 
Adam J. Jeamel
 
Vice President, Corporate Communications
 
860-291-3765
 
 
 
ROCKVILLE FINANCIAL, INC. AND UNITED FINANCIAL
BANCORP, INC. TO MERGE IN A TRANSFORMATIONAL
MERGER-OF-EQUALS

COMBINED COMPANY TO BE NAMED UNITED FINANCIAL
 BANCORP WITH ASSETS APPROACHING $5 BILLION

ROCKVILLE, Conn. and WEST SPRINGFIELD, Mass., November 15, 2013 – Rockville Financial, Inc. (“Rockville”)  (NASDAQ: RCKB) and United Financial Bancorp, Inc. (“United”) (NASDAQ: UBNK) announced today they have entered into a definitive merger agreement in a stock-for-stock transaction valued at $369 million, based on the closing price of Rockville Financial, Inc. common stock on November 14, 2013. The combination will create the largest community bank headquartered in the Hartford – Springfield market with $4.8 billion in assets, over 50 branches and top five deposit market share in each metropolitan statistical area.

In the merger, United Financial Bancorp, Inc. shareholders will receive 1.3472 shares of Rockville Financial, Inc. common stock for each share of United Financial Bancorp, Inc. common stock. Upon closing, Rockville Financial, Inc. shareholders will own approximately 49% of stock in the combined company; United Financial Bancorp, Inc. shareholders will own approximately 51%. The merger is expected to generate approximately $17.6 million in fully phased-in annual cost savings or approximately 15% of the expected combined expense total. Additionally, the merger is expected to be approximately 30% accretive to the stand-alone 2015 earnings of both entities, excluding the impact of the potential revenue enhancement opportunities.
 
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“We are very pleased to announce the combination of these two great community banks," said William H. W. Crawford, IV, President and Chief Executive Officer of Rockville Financial, Inc. "This merger is a significant step in our strategy to expand our footprint. Our complementary branch networks provide both greater market density and unique franchise scarcity value. The combined company will create a top-performing New England community bank that has the scale, product depth and efficiency to compete effectively and deliver strong returns to our shareholders and an expanded product suite to our customers.”
 
"This transaction creates value for our shareholders, customers and employees," said Richard B. Collins, United Financial Bancorp, Inc.'s Chairman, President and Chief Executive Officer. "We are uniting two strong community banks and creating a dominant player in the New England banking market with greater competitive strength, growth potential and profitability. United Bank has a history of growth through mergers of equals dating back to our days as a co-operative bank. It is fitting that today we announce this merger of equals and celebrate the “new” United Bank.”
 
Leadership
The new company will be governed by a 20-person Board of Directors consisting of an equal number of Rockville and United directors. The leadership team of the combined company will be assembled from both organizations with Rockville’s William H. W. Crawford, IV serving as Chief Executive Officer, United’s J. Jeffrey Sullivan as President, and Rockville’s Eric R. Newell serving as Chief Financial Officer. United Financial Bancorp, Inc.'s Robert A. Stewart, Jr. will serve as Chairman of the Board of Directors while Raymond H. Lefurge, Jr. from Rockville will be appointed as the Vice Chairman of the Board of Directors. Other key executive positions will be drawn from the executive management teams of both organizations. United’s Richard Collins will retire and provide consulting services for one year.
 
“I am excited to join Bill Crawford and the members of our combined management team to lead the combined company,” said J. Jeffrey Sullivan, EVP and Chief Operating Officer. “Individually we are each very good banks; together we have the critical mass to drive efficiency and growth, to take advantage of advancements in technology and to deliver the best banking experience for our customers.”
 
Brand Name to be United Bank/Headquarters in Connecticut
Upon closing, Rockville Bank will adopt the United name and the holding company will be United Financial Bancorp, Inc. Trading will continue on the NASDAQ Global Select Market under the symbol “UBNK.”
 
“United’s name dates back to 1882 and is highly respected in its markets. The United Bank name reflects the same independent minded community banking spirit that the Rockville Bank name has represented in our communities for the last 155 years,” continued William H. W. Crawford, IV. “Rockville and United both share a long history of financial stability and commitment to the communities they serve, and while the Rockville name may be changing, the service provided to our customers will only improve with the ability to provide product enhancements and technology services Rockville could not efficiently provide on its own. Adopting the United name enables us to extend our brand to a broader regional market."
 
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The organization will be headquartered in Glastonbury, Connecticut. It will maintain regional offices in Enfield and South Windsor, Connecticut and in West Springfield and Worcester, Massachusetts.
 
Integration
The company has set up an Integration Management Office ("IMO") comprised of executive management of both Rockville and United to aid with the integration of both companies. The IMO will create working groups to focus on integrating key areas and action teams for narrower, more specific projects. The IMO will be responsible for reporting to executive management, the Board and regulatory bodies.
 
Approvals
The transaction is expected to close by mid-year 2014. The transaction is subject to approval by shareholders from both companies, regulatory approval and other customary closing conditions.
 
Advisors
RBC Capital Markets, LLC is serving as the lead financial advisor to Rockville Financial, Inc. and rendered a fairness opinion in connection with the transaction. Sandler O’Neill + Partners, L.P. is rendering a fairness opinion in connection with the transaction.  Hinckley, Allen & Snyder LLP is acting as Rockville's legal counsel. Sterne Agee & Leach, Inc. is serving as the exclusive financial advisor to United Financial Bancorp, Inc. and rendered a fairness opinion in connection with the transaction. Kilpatrick Townsend & Stockton LLP is acting as United’s legal counsel.
 
Investor Conference Call
A joint conference call to discuss the transaction is scheduled for 10:30 a.m. Eastern Time (ET) on Friday, November 15, 2013. Those wishing to participate in the call may dial toll-free 1-888-317-6016. A telephone replay of the call will be available through December 1, 2013 by calling 1-877-344-7529 and entering conference number 10037300. A podcast will be available on both Company websites for an extended period of time, as well as on Rockville’s investor relations app. Participants should dial in a few minutes before the call begins.
 
A presentation regarding the transaction will be discussed on this call and will be available for download at www.rockvillefinancialinc.com and at www.bankatunited.com on the investor relations page.
 
 
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About Rockville Financial Inc.
Rockville Financial, Inc. is the parent of Rockville Bank, which is a 21-branch community bank serving Tolland, Hartford and New London counties in Connecticut. Rockville Bank has established a New Haven County Commercial Banking Office in Hamden, Conn., and opened a full service Banking Center in West Hartford, Conn. in January 2013. 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.
 
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.   The Company had total consolidated assets of approximately $2.49 billion as of September 30, 2013. 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.
 
FORWARD-LOOKING STATEMENTS
 
The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Rockville Financial, Inc. and United Financial Bancorp, Inc.'s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Rockville and United, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.
 
 
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In addition to factors previously disclosed in Rockville’s and United's reports filed with the Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Rockville and United shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Rockville and United businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies' customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
 
ADDITIONAL INFORMATION FOR STOCKHOLDERS
 
In connection with the proposed merger, Rockville will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that will include a joint proxy statement of Rockville and United and a prospectus of Rockville, as well as other relevant documents concerning the proposed transaction. United will mail the joint proxy statement/prospectus to its stockholders. SHAREHOLDERS OF ROCKVILLE AND UNITED ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about Rockville and United at the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other filings may also be obtained free of charge at Rockville's website at www.rockvillefianncialinc.com," and then under the heading "SEC Filings" or at United's website at www.bankatunited.com under the tab "Investor Relations," and then under the heading "SEC Filings."
 
 
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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 and United's shareholders 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 Shareholders, 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 Shareholders, as filed with the SEC on a Schedule 14A on March 18, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
 
 
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Section 3: EX-99.2 (EXHIBIT 99.2)

ex99-2.htm
+ Creating A Premier New England Community Bank Through a Transformational Merger-of-Equals Strictly Private and Confidential November 15, 2013 NASDAQ: RCKB NASDAQ: UBNK
 
 
 

 
* This document contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Rockville Financial, Inc.’s (“Rockville”) or United Financial Bancorp, Inc.’s (“United”) expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving United and Rockville, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and neither Rockville nor United assumes any duty to update forward-looking statements. In addition to factors previously disclosed in Rockville’s and United’s reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Rockville and United shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Rockville and United businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Rockville’s stock price before closing, including as a result of the financial performance of United prior to closing; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Cautionary Statements Regarding Forward-Looking Information
 
 
 

 
* Additional Information for Stockholders In connection with the proposed merger, Rockville will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Rockville and United and a prospectus of Rockville, as well as other relevant documents concerning the proposed transaction. Rockville and United will mail the joint proxy statement/prospectus to their stockholders. SHAREHOLDERS OF ROCKVILLE AND UNITED ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about Rockville and United at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other filings may also be obtained free of charge at Rockville’s website at www.Rockvillebank.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 shareholders 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 Shareholders, 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 Shareholders, 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 may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
 
 
 

 
* Transaction Highlights Strategically Compelling Creates a leading New England bank with $4.8 billion in assets and over 50 branches in two states with the size, scale and product breadth to compete effectively #1 community bank in combined Hartford and Springfield market Fortifies both companies’ position within the “Knowledge Corridor” (20th largest metropolitan area if considered as a single MSA) Better positioned for future growth Complementary branch networks provide both greater market density, opportunities for consolidation and unique franchise scarcity value Enhanced management team, bringing strengths from both sides Highly compatible cultures with similar strategies, customer focus and strong service and community orientation 2015E EPS accretion of 35% Manageable tangible book dilution with earnback of less than 5 years High teens IRR Post integration ROAA > 1% and ROATCE approaching 10% Meaningful potential revenue synergies, indentified but not modeled, provide additional upside Strong pro forma capital position supports future growth and capital management Attractively valued with significant upside potential Financially Attractive True merger-of-equals creating the largest community bank headquartered in the Hartford - Springfield market, western New England's largest metro area.
 
 
 

 
* Transaction Overview Based on Rockville closing price of $13.62 on November 14, 2013. Consideration Exchange ratio of 1.3472x Rockville shares for each United share. 100% stock Implied Transaction value of $369 million / $18.35 per share(1) Pro Forma Ownership Approximately 49% Rockville / 51% United of fully diluted shares outstanding Legal and Accounting Acquirer Rockville Financial, Inc. Name and Executive Offices United Financial Bancorp, Inc. (holding company) and United Bank (bank) - Surviving Ticker: UBNK Executive offices in Glastonbury and West Springfield Management CEO: William H.W. Crawford IV (Rockville) President: J. Jeffrey Sullivan (United) Richard B. Collins to retire and have a one-year consulting agreement and two-year non-compete Other key executive positions filled from executive management of both organizations Board Composition Chairman of the Board: Robert A. Stewart Jr. (United), Vice Chairman: Raymond H. Lefurge Jr. (Rockville) 20 total – 10 Rockville / 10 United including William H.W. Crawford IV and J. Jeffrey Sullivan Five Board Committees, Committee Chairs divided between Rockville and United Board parity contractually guaranteed for three years Required Approvals Customary regulatory approvals and shareholder approvals of both Rockville and United Targeted Closing Mid 2014 Due Diligence Extensive due diligence, including 3rd party loan review
 
 
 

 
* Enhanced Scale and Regional Leadership A Rockville and United combination would create the #1 community bank in the combined Hartford - Springfield market. Pro Forma Branch Franchise Hartford – Springfield Market Share Source: SNL Financial. Deposits and market share data as of 6/30/13. Rockville United 2 mile overlap: 8 branches
 
 
 

 
* Hartford – Springfield is the largest metro area in western New England Total combined population of 2.8 million - would rank as 20th largest metro area if taken as a single MSA “Knowledge Corridor” is home to 41 colleges and universities with 215,000 students Region has a workforce of 1.25 million and over 64,000 businesses, is home to six Fortune 500 companies and has a combined GDP exceeding $100 billion a year, more than 16 U.S. states New Haven is the 2nd largest city in Connecticut and home to Yale University Worcester, an hour distance from Boston, Springfield, Providence and Hartford, is New England’s fastest growing metro market Favorable competitive dynamics as these markets are dominated by large out-of-market banks Large Markets with Significant Growth Potential Source: SNL Financial. Deposits and market share data as of 6/30/13. “New England’s Knowledge Corridor” State of the Region Annual Report, June 7, 2013. The combined franchise will serve an area with over 3.4 million people and have top 5 share in its core Hartford and Springfield markets while Worcester and New Haven offer additional avenues for growth.
 
 
 

 
* Diversified Loan Portfolio and Low Cost Core Deposit Base Rockville United Pro Forma Loan Portfolio Deposit Base Total: $1,659 | Yield: 4.09% Total: $1,896 | Yield: 4.46% Total: $3,555 | Yield: 4.28% Total: $1,692 | Yield: 0.49% Loans / Deposits: 98% Total: $1,946 | Cost: 0.60% Loans / Deposits: 97% Total: $3,638 | Yield: 0.55% Loans / Deposits: 98% Source: SNL Financial. Data as of 9/30/2013.
 
 
 

 
* Strong Pro Forma Financial Metrics and Attractive Valuation (1) Represents data at close of transaction and assumes cost savings of 15% of combined noninterest expense, fully phased-in, including estimated fair value adjustments and restructuring charges. *Peers consist of banks and thrifts in ME, VT, NH, RI, CT, MA, NY, NJ. PA with assets between $4 and $10 billion. Excludes MHCs and banks subject to announced mergers. Market data as of November 14, 2013.
 
 
 

 
* Potential Upside from Improved Return on Equity Rockville United Pro Forma Price to Tangible Book is highly correlated to ROATE. The pro forma company will have a significantly higher ROATE. Source: SNL Financial. Banks and thrifts in ME, VT, NH, RI, CT, MA, NY, NJ, PA with assets between $4 billion and $10 billion, that and excludes banks subject to announced mergers, MHCs or traded on OTCQB or Pink Sheets and have 2015 ROE estimates. Market data as of November 14, 2013.
 
 
 

 
* Donna Patel Virtual Channel Banking Strong Proposed Combined Team Focused on Execution William H.W. Crawford IV CEO Eric R. Newell CFO J. Jeffrey Sullivan President Dena M. Hall Marketing Miriam J. Siegel Human Resources Scott C. Bechtle CRO Marino J. Santarelli COO Marliese L. Shaw Corp Secretary / IR Select Management From United Select Management From Rockville Mark A. Kucia Head Commercial Banking Brandon C. Lorey Head Consumer Lending Board of Directors Charles R. Valade Commercial Regional Executive Nicholas Statalous Retail Operations S. Stephen Koniecki CTO Elizabeth K. Wynnick Internal Audit David Yaffee Financial Advisory Deborah M. Gebo Retail Administration Joan B. Klinakis Deposit Operations
 
 
 

 
* Comprehensive Integration Plan Integration Management Office (IMO) led by executive management of both Rockville and United Responsible for reporting to executive management, Board, and regulatory authorities An Integration Leader from IMO will be designated point person on all integration strategy IMO Work Groups established to focus on key areas including: Financial Reporting Human Resources Communication Technology IMO Action Teams formed for narrower, more specific projects Newly created Integration Management Office will facilitate successful execution of integration plan. Both Rockville and United senior executives have extensive merger and integration experience
 
 
 

 
* Significant Cost Savings Identified Cost savings estimated at $17.6 million, equal to 15% of combined overhead.
 
 
 

 
* Key Merger Assumptions Core Deposit Intangible Core deposit intangible asset of $13.8 million, or 1.14% of core deposits amortized over 10 years using the Sum-Of-The-Years’ Digit method Branch Consolidation 4 consolidations expected Revenue Synergies Several areas of opportunity, but no revenue synergies included in the modeling Interest Rate and Other Marks Write-up of investments of $1.4 million Write-up of loans of $5.3 million Write-up of fixed assets of $4 million Write-up of debt of $3.2 million Write-up of deposits of $4.9 million Restructuring Charges After-tax one-time merger cost of $22.7 million (Pre-tax $34 million), 70% expensed at close and 30% in year 1 Net mark write-down after loan loss reserve & net of DTA. Excludes additional core deposit intangible asset amortization expense. Credit Mark Gross credit mark write-down of approximately $30 million, or 1.6% of gross loans Net loan mark(1) of approximately $10.6 million Cost Savings(2) Approximately 15% of combined company operating expenses 50% phased in by 2014, 100% in 2015 Credit Review Experienced 3rd party review for loan portfolios of both Rockville and United Dividends Rockville’s current annual dividend of $0.40 will remain in place Initially target a 50 to 55% payout ratio
 
 
 

 
* Due Diligence Highlights Performed extensive, reciprocal due diligence, including 3rd party loan review. Rockville and United conducted a comprehensive reciprocal due diligence process including core systems, legal and credit Two tiered credit due diligence process completed by senior management and 3rd party loan review team for both banks Analyzed credit files, underwriting methodology and policy and portfolio management processes Rockville’s extensive credit reviews focused on the largest relationships, adversely classified assets and watch list loans Reviewed 100% of relationships with a balance greater than $1 million and sampled from $500 thousand and up Reviewed 73% of all total loans Reviewed 100% of adversely classified loans
 
 
 

 
* Favorable Pro Forma Impact EPS accretion of approximately 18% in 2014 EPS accretion of approximately 35% in 2015 EPS 11.1% dilution expected at closing Tangible Book value earnback of 4.7 years (using cross over method) Tangible Book Value IRR of 19% ROIC of 11% IRR and ROIC TCE / TA ~ 11% at close Capital
 
 
 

 
* Meaningful Revenue Opportunities Revenue opportunities identified, but not assumed, provide further upside. Retail Banking Leverage United’s successful retail banking model, robust CRM platform and a broader product suite to increase cross selling across the larger customer base Commercial and Private Banking Larger size and greater visibility will facilitate hiring of additional lenders and private banking teams and enable the combined company to serve larger clients Mortgage Banking Doubling the number of commissioned based loan officers without the need for additional infrastructure investment Financial Advisory United's adoption of Rockville's financial advisory program and significant expansion of the sales force coupled with United’s fee based Wealth Management practice
 
 
 

 
* Value Creating Transaction for Both Sets of Shareholders Rockville United Premium to Current Stock Price 25+% Earning Accretion 1%+ Return on Assets ROATCE Approaching 10% Better Positioned for Growth Greater Franchise Scarcity Value Significant Stock Upside 20%+ Cash Dividend Pickup Improved Stock Liquidity Retain Strong Capital Base
 
 
 

 
* Compelling Value Proposition Creates a leading New England community bank with the franchise scarcity value, profitability and growth to warrant higher valuation multiples Fortifies both companies’ position within the “Knowledge Corridor” Strong regional brand dedicated to outstanding customer service and giving back to the community Financially compelling – 35% EPS accretion in 2015 and 19% IRR with manageable TBV earnback Attractively valued with significant upside potential Robust capital base provides flexibility with respect to capital management, organic growth and acquisitions Creates a management team with notable integration experience and demonstrated ability to improve performance Tough decisions made by management, cost savings identified and integration plan agreed to
 
 
 

 
Strictly Private and Confidential Appendix
 
 
 

 
* Pro Forma Board Composition Pro Forma Board Pro Forma Board Committees Robert A. Stewart Jr. Board Chair & Member of Exec. Committee J. Jeffrey Sullivan President William H.W. Crawford IV CEO Former United Director Governance & Nominating Committee Chair Former United Director Audit Committee Chair 8 Additional Rockville Board Members 8 Additional United Board Members Former Rockville Director Risk Committee Chair Former Rockville Director Compensation Committee Chair Former United Director Executive Committee Chair United Rockville Raymond H. Lefurge Jr. Vice Chairman
 
 
 

 
* Tangible Book Value Dilution Detail (1) United’s projected TCE at closing equals 3Q 2013 tangible book value of $258mm plus $10mm (2 quarters of earnings), less $4mm (2 quarters of $0.11/share dividend). Reflective of projected marks, rate environment and pending transactions as of announcement Walk-forward to closing capital Calculation of intangibles created
 
 
 

 
   
   
   
   
   
   
   
* Key Management Bios Name / Position Experience William H. W. Crawford, IV President & CEO Age 47 Mr. Crawford has been the President and Chief Executive Officer since April 2011. Prior to joining Rockville, Mr. Crawford served in numerous executive roles with Wells Fargo Bank, Wachovia Bank, and SouthTrust Bank from 1997 to 2010 including: Executive Vice President, Commercial Banking, Eastern Virginia, Regional President/Executive Vice President in four different markets: Raleigh/Durham, Southeast Florida, Greensboro/ Winston Salem, and Norfolk/Virginia Beach. Mr. Crawford has 25 years of industry experience including leading regional banks exceeding $4 billion in deposits and 1,000+ employee organizations J. Jeffrey Sullivan President Age 48 Mr. Sullivan is the COO of United and also the former Head of Commercial Banking. Mr. Sullivan served as the EVP and Chief Lending Officer of the Bank until November 2012. He joined the Bank in 2003 after previously working at The Bank of Western Massachusetts and BayBank Eric R. Newell CFO Age 34 Mr. Newell was named CFO of Rockville on November 14, 2013 and previously served as Executive Vice President, Head of Treasury and Corporate Strategy. Mr. Newell joined Rockville Bank in May 2011 as Vice President, Treasury Officer and was promoted to Senior Vice President, Director of Treasury in March 2012. Mr. Newell holds a CFA designation and prior to joining the Bank he served as an analyst at AllianceBernstein, as an analyst for Fitch Ratings, and as a Bank Examiner with the Federal Deposit Insurance Corporation (“FDIC”), out of the Hartford, Connecticut office. Mr. Newell has 10 years of industry experience Dena M. Hall Marketing Age 40 Ms. Hall is the Senior Vice President of Marketing and Investor Relations at United Bank and the President of the United Bank Foundation. Prior to joining the bank in 2005; she was the Marketing Director of the former Woronoco Savings Bank in Westfield, MA and Executive Director of the Woronoco Savings Charitable Foundation. Ms. Hall has nearly 20 years of experience in bank marketing and charitable giving Marino J. Santarelli COO Age 61 Mr. Santarelli, Executive Vice President, Chief Operating Officer, joined Rockville Bank in July 2011. Prior to joining the Bank, Mr. Santarelli was with Wells Fargo and its predecessor banks for seventeen years, most recently he served as the Wells Fargo Market Executive and Business Banking Executive for Eastern Virginia. Mr. Santarelli has 40 years of industry experience Miriam J. Siegel Human Resources Age 46 Ms. Siegel is the Senior Vice President of Human Resources at United Bank. She is a Certified Compensation Professional (CCP) and Certified Benefits Professional (CBP). Ms. Siegel joined the bank in 1993 and has over 24 years of experience in the field
 
 
 

 
   
   
   
   
   
   
* Key Management Bios Name / Position Experience Scott C. Bechtle CRO Age 62 Mr. Bechtle is currently the CRO of Rockville. Prior to joining Rockville Mr. Bechtle was the CRO at Florida Shores Bank, SouthTrust and Barnett Bank. Mr. Bechtle was also an Insurance Examiner for the State of Florida. Mr. Bechtle has 31 years of industry experience Charles R. Valade Commercial Regional Executive Age 62 Mr. Valade is the Executive Vice President and Chief Lending Officer of United. He was one of the founders of the Commonwealth National Bank in Worcester, MA and served as President and CEO from 2002 until it was acquired by United Bank in 2009. Mr. Valade worked previously at Mechanics Bank, Bank of Boston, First Massachusetts Bank and Banknorth. He has over 40 years of experience in banking and commercial lending primarily in and around Central and Western Massachusetts Brandon C. Lorey Consumer Lending Head Age 45 Mr. Lorey is currently the Consumer Lending Head for Rockville. Formerly, Mr. Lorey was the Chief Lending officer for H&R Block and was the retail mortgage head for Chevy Chase Bank. Mr. Lorey has over 23 years of industry experience Mark A. Kucia Commercial Lending Head Age 50 Mr. Kucia, Executive Vice President, Head of commercial banking, joined Rockville Bank in October 2005 and has run the Commercial Banking Department for the bank since August 2007. Prior to joining the bank, Mr. Kucia served as Vice President, Senior Commercial Real Estate Lender at Liberty Bank located in Middletown, Connecticut and worked at Mechanics Bank in Hartford, CT and BayBank in Springfield, MA, in a variety of roles covering all aspects of commercial banking. Mr. Kucia’s banking career began at the NYC offices of National Westminister Bank, PLC, on a corporate lending team. Mr. Kucia has 26 years of industry experience Elizabeth K. Wynnick Internal Audit Age 44 Ms. Wynnick, Senior Vice President, Director of Internal Audit joined Rockville Bank in April 2012. Ms. Wynnick holds a CPA and CFSA designation and is licensed to practice law in Connecticut. Prior to joining the Bank, she served as General Auditor of NewAlliance Bank and as Deputy General Auditor of Webster Bank
 
 
 

 
* Large Affluent Markets Median Household Income (2012) Projected HH Income Growth (2012-2017) Source: SNL Financial. New England MSA - Population (2012) (thousands)
 
 
 

 
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