Legacy Bancorp, Inc. Announces Expiration of “Go-Shop” Period
01 Febbraio 2011 - 11:37PM
Business Wire
Legacy Bancorp, Inc. (“Legacy” or the “Company”) (NASDAQ: LEGC),
the holding company for Legacy Banks, today announced the
expiration of the “go-shop” period pursuant to the terms of the
previously announced merger agreement (the “Merger Agreement”)
entered into on December 21, 2010 by Legacy and Berkshire Hills
Bancorp, Inc. (“Berkshire”) (NASDAQ: BHLB).
Under the Merger Agreement, Legacy had the right to pursue
alternative acquisition proposals from third parties from the date
of the Merger Agreement through January 31, 2011. Although Keefe,
Bruyette & Woods, Inc., Legacy’s financial advisor, informed
various other banking companies of the “go shop” period, Legacy did
not receive any alternative acquisition proposals prior to the
expiration of the “go-shop” period.
The Legacy board of directors continues to believe that the
Merger Agreement and the merger and other transactions contemplated
by the Merger Agreement are in the best interests of Legacy and its
stockholders. Under the terms of the Merger Agreement, each
outstanding share of the Legacy’s common stock will be exchanged
for 0.56385 Berkshire common shares plus $1.30 in cash. As a
result, 90% of the merger consideration will be in the form of
Berkshire stock and 10% will be in the form of cash. Legacy and
Berkshire anticipate that the merger will be completed by June 30,
2011, subject to customary closing conditions, including receipt of
stockholder and regulatory approvals.
Legacy and Berkshire expect that in March 2011 they will file
with the Securities and Exchange Commission preliminary proxy
materials relating to the special meetings of Legacy and Berkshire
stockholders to vote on the proposed merger.
About Legacy Bancorp
Legacy Bancorp is a publicly held, one-bank holding company
whose wholly-owned subsidiary, Legacy Banks, is a full-service,
community-oriented financial institution offering products and
services to individuals, families and businesses through 19 branch
offices located in western Massachusetts and eastern New York
State. Predecessors to Legacy Banks have been serving the area’s
financial needs since 1835. Legacy Banks’ business consists
primarily of making loans to its customers, including residential
mortgages, commercial real estate loans, commercial loans and
consumer loans, and investing in a variety of investment and
mortgage-backed securities. Legacy Banks funds these lending and
investment activities with deposits from the general public, funds
generated from operations and select borrowings. Legacy Banks also
provides insurance and investment products and services, investment
portfolio management, debit and credit card products and online
banking. For more information, visit www.legacy-banks.com or call
800-292-6634.
About Berkshire Hills Bancorp
Berkshire Hills Bancorp is the parent of Berkshire Bank -
America's Most Exciting Bank(SM). The Company has $2.9 billion in
assets and 42 full service branch offices in Massachusetts, New
York, and Vermont. 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). For more information, visit www.berkshirebank.com or call
800-773-5601.
Forward Looking Statements
Certain statements contained in this news release 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.
Additional Information for Stockholders
In connection with the proposed merger, Berkshire 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, 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 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.
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