PITTSFIELD, Mass., June 20, 2011 /PRNewswire/ -- Berkshire Hills
Bancorp, Inc. (NASDAQ: BHLB) and Legacy Bancorp, Inc. (NASDAQ:
LEGC) today held shareholder meetings and each company won
shareholder approval of the plan for Berkshire to acquire Legacy and its
subsidiary, Legacy Banks. The definitive merger agreement was
entered into by the companies on December
21, 2010.
(Logo: http://photos.prnewswire.com/prnh/20101018/BERKSHIRELOGO
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The merger of Legacy into Berkshire will create a combined institution
with approximately $4 billion in
assets. This in-market merger will create efficiencies and
market share benefits for the combined banks, which will have more
than 60 offices serving Berkshire
County, the Pioneer Valley, New
York, and Southern Vermont.
Under the terms of the merger agreement, each outstanding share
of Legacy common stock will be exchanged for 0.56385 Berkshire common shares plus $1.30 in cash. Berkshire expects to issue
approximately 4.4 million shares in conjunction with this merger,
bringing its total shares outstanding to approximately 21.1 million
and its total market capitalization to approximately $450 million based on Berkshire's recent stock price.
It is expected that the merger will be completed in July, 2011.
Consummation of the merger is subject to approval by state
and federal regulatory agencies. The merger is also
conditioned on an acceptable agreement for the divestiture of
approximately $160 million of Legacy
deposits in Berkshire County.
It is expected that this divestiture will be completed in
2011; any divestiture gains will be shared in accordance with the
merger agreement. Both the Berkshire Bank Foundation and The
Legacy Banks Foundation will continue to provide charitable
contributions to the communities.
At the Berkshire shareholder
meeting, the merger agreement was approved by 99% of the shares
voting on the proposal, and these affirmative votes constituted 79%
of the total shares outstanding. At the Legacy shareholder
meeting, the merger agreement was approved by 99% of the shares
voting on the proposal, and these affirmative votes constituted 61%
of the total shares outstanding. For both companies, the
approval of the merger required the affirmative vote of the
majority of the outstanding shares of each company.
Additionally, Berkshire
shareholders approved a proposal to increase the total number of
authorized common shares to 50 million from the present amount of
26 million. The affirmative votes for this proposal
represented 97% of the shares voting on the proposal and 88% of the
shares outstanding, and approval required the affirmative vote of
the majority of shares outstanding.
Under the terms of the merger agreement, Berkshire and Legacy are coordinating their
shareholder dividends. Berkshire shareholders received a
$0.16 cash dividend in each of the
first and second quarters of this year, and Legacy shareholders
received a $0.05 cash dividend in
each of those quarters. Based on the July expected merger
closing date, Legacy does not anticipate paying an additional
quarterly dividend. Berkshire normally declares its third
quarter dividend near the end of July and the dividend is normally
payable in August to shareholders of record in August.
BERKSHIRE BACKGROUND
Berkshire Hills Bancorp is the parent of Berkshire Bank -
America's Most Exciting Bank(SM). The Company has
$3.2 billion in assets and 48 full
service branch offices in Massachusetts, New
York, and Vermont.
The Company provides personal and business banking,
insurance, and wealth management services. Berkshire Bank
provides 100% deposit insurance protection for all deposit
accounts, regardless of amount, based on a combination of FDIC
insurance and the Depositors Insurance Fund (DIF). The Company
completed the acquisition of Rome Bancorp on April 1, 2011. For more information, visit
www.berkshirebank.com or call 800-773-5601.
LEGACY BACKGROUND
Legacy Bancorp is the parent of Legacy Banks and is
headquartered in Pittsfield,
Massachusetts. Legacy Banks employs approximately 185 people
and has nineteen offices located in Western Massachusetts and Eastern New York. Legacy offers Personal
Banking, Mortgage Lending, Commercial Services, Insurance,
Investments, Portfolio Management, Credit and Debit Card products,
and Online Services.
FORWARD LOOKING STATEMENTS
Certain statements herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward looking statements, which
include statements regarding when the merger is expected to be
completed and when dividends will be paid, are based on the beliefs
and expectations of management, as well as the assumptions made
using information currently available to management. Since
these statements reflect the views of management concerning future
events, these statements involve risks, uncertainties and
assumptions. As a result, actual results may differ from
those contemplated by these statements. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words
like "believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should,"
"could" or "may." Factors that could cause actual results to differ
materially from expected results include changes in the interest
rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the
businesses in which Berkshire and
Legacy are engaged, changes in the securities market, as well as
the factors set forth under the heading "Risk Factors" in the Joint
Proxy Statement/Prospectus of Berkshire and Legacy dated May 6, 2011. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this release. Berkshire and Legacy disclaim any intent or
obligation to update any forward-looking statements, whether in
response to new information, future events or otherwise.
SOURCE Berkshire Hills Bancorp