PITTSFIELD, Mass. — Berkshire Hills Bancorp, Inc. and Beacon Federal Bancorp, Inc. announced that they signed a definitive merger agreement under which Berkshire will acquire Beacon in a transaction valued at approximately $132 million. Under the agreement, Beacon's subsidiary bank, Beacon Federal, will be merged into Berkshire Bank.
Beacon is headquartered in East Syracuse, N.Y., and operates seven full-service offices with deposits totaling $677 million at March 31. The majority of its business is concentrated in the Syracuse market, as well as the Rome/Utica market which Berkshire entered last year with the acquisition of Rome Bancorp. When the merger is completed, Berkshire will have a total of 10 branches serving these markets, with approximately $700 million in deposits and third position in market share among regional banks. Additionally, Berkshire will add Beacon's Chelmsford office located north of Boston, which will be Berkshire's first Eastern Massachusetts full-service branch office, complementing the 10 residential and commercial lending offices that Berkshire presently operates in central/eastern Massachusetts.
Under the terms of the merger agreement, 50 percent of the outstanding Beacon shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.92 shares for each Beacon share, while the remaining 50 percent of Beacon shares will be exchanged for cash in the amount of $20.50 per share.
The transaction is valued at $20.35 per Beacon share, based on the $21.96 Berkshire closing stock
price on May 30. This represents 111 percent of Beacon's tangible book value per share and a
3.4 percent premium to core deposits based on financial information for the period ended March 31.
"We are very pleased to extend our presence in Central New York in this partnership with Beacon," Michael P. Daly, Berkshire's president and chief executive officer, said. "Our New York expansion last year exceeded our expectations in terms of financial return, customer retention, and business development opportunities. I am confident that our Beacon partnership will also prove to be a solid success for all of our constituencies."
Each Beacon shareholder will have the right to elect the form of consideration, subject to proration procedures to maintain the overall 50/50 mix of stock and cash consideration. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the shares of Beacon common stock exchanged for shares of Berkshire common stock are expected to be transferred on a tax-free basis. The definitive agreement has been approved by the unanimous vote of the board of directors of both Berkshire and Beacon. Consummation of the agreement is subject to the approval of Beacon's shareholders, as well as state and federal regulatory agencies.
The merger is expected to be completed in the fourth quarter of 2012. One Beacon director will be appointed to Berkshire's board of directors. Berkshire anticipates that it will divest Beacon's modest-sized Tennessee operations in conjunction with the consummation of this merger.
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