Attached files
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| EX-99.1 - MERGER AGREEMENT - BERKSHIRE HILLS BANCORP INC | v206259_ex99-1.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - BERKSHIRE HILLS BANCORP INC | v206259_ex2-1.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): December 21,
2010
BERKSHIRE HILLS BANCORP,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-51584
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04-3510455
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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24 North Street, Pittsfield, Massachusetts
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01201
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (413)
443-5601
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 (see General Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement
On
December 21, 2010, Berkshire Hills Bancorp, Inc. (the “Company” or “Berkshire
Hills”), the parent company of Berkshire Bank, and Legacy Bancorp, Inc.
(“Legacy”), the parent company of Legacy Banks (“Legacy Banks”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Legacy
will merge with and into the Company. Concurrent with the merger, it is expected
that Legacy Bank will merge with and into Berkshire Bank.
Under the
terms of the Merger Agreement, each outstanding share of Legacy common stock
will be converted into the right to receive 0.56385 shares of Company common
stock and $1.30.
The
transaction is subject to customary closing conditions, including the receipt of
regulatory approvals and approval by the shareholders of the Company and Legacy.
The merger is currently expected to be completed in the second quarter of
2011. It is anticipated that regulatory approval will require the
divestiture of some deposits in Berkshire County, Massachusetts. In
the event such deposits are sold at a premium in excess of 3.5%, the Legacy
shareholders shall be entitled to a cash payment equal to one-half of such
excess, after taxes.
The
directors and executive officers of Legacy have agreed to vote their shares in
favor of the approval of the Merger Agreement at the Legacy shareholders meeting
to be held to vote on the proposed transaction. If the merger is not consummated
under specified circumstances, Legacy has agreed to pay the Company a
termination fee of $4.32 million, except that the termination fee will be $2.16
million in the event the Merger Agreement is terminated by Legacy in connection
with entering into an Alternative Acquisition Agreement (as defined by the
Merger Agreement).
The
Merger Agreement also contains usual and customary representations and
warranties that the Company and Legacy made to each other as of specific dates.
The assertions embodied in those representations and warranties were made solely
for purposes of the contract between the Company and Legacy, and may be subject
to important qualifications and limitations agreed to by the parties in
connection with negotiating its terms. Moreover, the representations and
warranties are subject to a contractual standard of materiality that may be
different from what may be viewed as material to shareholders, and the
representations and warranties may have been used to allocate risk between the
Company and Legacy rather than establishing matters as facts.
The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such document, which is filed
as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in
its entirety. An information presentation with additional information
about the merger will be posted promptly in the Investor Relations section of
Berkshire’s website at www.berkshirebank.com. Berkshire has announced
a conference call/webcast with investors and the financial community to discuss
this merger at 9:00 a.m. eastern time on Wednesday, December 22,
2010. Persons may participate in this call by dialing 877-317-6789 or
in the webcast by clicking on the related link in the Investor Relations section
of the Company’s website at www.berkshire.com.
Additional
Information for Stockholders
In connection with the proposed merger,
Berkshire Hills will file with the Securities and Exchange Commission (“SEC”) a
Registration Statement on Form S-4 that will include a Proxy Statement of Legacy
and a Proxy Statement/Prospectus of Berkshire Hills, as well as other relevant
documents concerning the proposed transaction. Stockholders are urged
to read the Registration Statement and the Proxy Statement/prospectus regarding
the 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. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about
Berkshire Hills and Legacy, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Berkshire Hills Bancorp at www.berkshirebank.com
under the tab “Investor Relations” or from Legacy Bancorp by accessing Legacy
Bancorp’s website at www.legacy-banks.com under the tab “Investor
Relations.”
Berkshire Hills and Legacy and certain
of their directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of Legacy Bancorp in
connection with the proposed merger. Information about the directors
and executive officers of Berkshire Hills Bancorp is set forth in the proxy
statement for Berkshire Hills Bancorp’s 2010 annual meeting of stockholders, as
filed with the SEC on a Schedule 14A on March 26, 2010. Information
about the directors and executive officers of Legacy Bancorp is set forth in the
proxy statement for Legacy Bancorp’s 2010 annual meeting of stockholders, as
filed with the SEC on a Schedule 14A on March 25, 2010. 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
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.
Forward-Looking
Statements
Certain
statements contained in this Current Report on Form 8-K that are not statements
of historical fact constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 (the “Act”),
notwithstanding that such statements are not specifically identified as such. In
addition, certain statements may be contained in our future filings with the
SEC, in press releases, and in oral and written statements made by us or with
our approval that are not statements of historical fact and constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to: (i) projections
of revenues, expenses, income or loss, earnings or loss per share, the payment
or nonpayment of dividends, capital structure and other financial items;
(ii) statements of our plans, objectives and expectations or those of our
management or Board of Directors, including those relating to products or
services; (iii) statements of future economic performance; and (iv)
statements of assumptions underlying such statements. Words such as “believes,”
“anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements.
Forward-looking
statements involve risks and uncertainties that may cause actual results to
differ materially from those in such statements. Factors that could cause actual
results to differ from those discussed in the forward-looking statements
include, but are not limited to: local, regional, national and international
economic conditions and the impact they may have on us and our customers and our
assessment of that impact, changes in the level of non-performing assets and
charge-offs; changes in estimates of future reserve requirements based upon the
periodic review thereof under relevant regulatory and accounting requirements;
the effects of and changes in trade and monetary and fiscal policies and laws,
including the interest rate policies of the Federal Reserve Board; inflation,
interest rate, securities market and monetary fluctuations; political
instability; acts of war or terrorism; the timely development and acceptance of
new products and services and perceived overall value of these products and
services by users; changes in consumer spending, borrowings and savings habits;
changes in the financial performance and/or condition of our borrowers;
technological changes; acquisitions and integration of acquired businesses; the
ability to increase market share and control expenses; changes in the
competitive environment among financial holding companies and other financial
service providers; the quality and composition of our loan or investment
portfolio; the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which we
and our subsidiaries must comply; the effect of changes in accounting policies
and practices, as may be adopted by the regulatory agencies, as well as the
Public Company Accounting Oversight Board, the Financial Accounting Standards
Board and other accounting standard setters; changes in our organization,
compensation and benefit plans; the costs and effects of legal and regulatory
developments, including the resolution of legal proceedings or regulatory or
other governmental inquiries and the results of regulatory examinations or
reviews; greater than expected costs or difficulties related to the opening of
new branch offices or the integration of new products and lines of business, or
both; and/or our success at managing the risk involved in the foregoing
items.
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Item
9.01.
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Financial Statements
and Exhibits
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(a)
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Financial
Statements of Businesses Acquired. Not
applicable.
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(b)
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Pro
Forma Financial Information. Not
applicable.
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(c)
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Shell
Company Transactions. Not
applicable.
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(d)
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Exhibits.
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Exhibit
2.1
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Agreement
and Plan of Merger dated as of December 21, 2010 by and between Berkshire
Hills Bancorp, Inc. and Legacy Bancorp,
Inc.
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Exhibit
99.1
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Press
Release dated December 21, 2010
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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.
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Berkshire
Hills Bancorp, Inc.
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DATE:
December 22, 2010
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By:
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/s/Michael P. Daly
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Michael
P. Daly
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President
and Chief Executive Officer
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