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8-K - 8-K - Legacy Bancorp, Inc. | b87282e8vk.htm |
EX-2.1 - EX-2.1 - Legacy Bancorp, Inc. | b87282exv2w1.htm |
Exhibit 99.1
JOINT NEWS RELEASE
Berkshire Hills and Legacy Announce Agreement to Divest Four Legacy Banks Branches to NBT Bank
Berkshire and Legacy Merger Targeted For Completion on July 21
NBT Bank Branch Acquisition Expected to be Complete by October 31
NBT Bank Branch Acquisition Expected to be Complete by October 31
Pittsfield, MA July 13, 2011. Berkshire Hills Bancorp, Inc. (NASDAQ:BHLB) and Legacy
Banks, the banking subsidiary of Legacy Bancorp, Inc. (NASDAQ:LEGC) have entered into an agreement
to sell four Legacy Banks branches in Berkshire County to NBT Bank, N.A. (NBT Bank), the banking
subsidiary of NBT Bancorp Inc. (NASDAQ:NBTB).
In an SEC filing on May 18, 2011, Berkshire and Legacy announced that their plan for the
divestiture of certain Legacy Banks branches had been accepted by the U.S. Department of Justice in
order to resolve any anticompetitive issues related to their pending merger. The agreement with
NBT Bank satisfies that plan and has been approved by the Department of Justice. Under the
agreement, the affected branches will continue to be operated as they currently are until they are
transferred to NBT Bank, and NBT Bank will offer employment to all branch employees.
Michael P. Daly, Berkshires President and CEO, stated, When we announced our merger agreement
with Legacy last December, we indicated that we expected to conduct a branch divestiture and we are
pleased with the financial terms we have achieved. The divestiture is conditional on the
completion of the acquisition of Legacy Bancorp by Berkshire Hills Bancorp, which is targeted for
July 21, 2011, subject to final regulatory approval. The shareholders of Berkshire and Legacy met
recently and approved the merger, and we are proceeding expeditiously to complete this partnership
and bring its benefits to shareholders and to the communities we serve.
The four branches to be divested are located in Massachusetts Berkshire County in the towns of
Great Barrington, Lee, Pittsfield, and North Adams. The branches had deposits totaling $158
million. The branches will be sold for a 6% deposit premium, and the transaction is expected to
close by October 31, 2011. In accordance with the merger agreement between Berkshire and Legacy, a
cash payment will be made to Legacy stockholders after the divestiture is completed in
an amount equal to 50% of the premium in excess of 3.50% (net of applicable taxes). Based on the
agreement with NBT, this payment to Legacy stockholders is expected to be approximately $0.15 per
Legacy share.
BERKSHIRE BACKGROUND
Berkshire Hills Bancorp is the parent of Berkshire Bank Americas 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 166 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. For more information about Legacy Bancorp, visit www.legacy-banks.com. For more
information about the branches to be divested, please visit the web site of either Berkshire Bank
or Legacy Banks as shown above.
NBT BACKGROUND
NBT Bancorp, Inc. is a financial holding company with total assets of $5.5 billion, is
headquartered in Norwich, New York and is the parent company of NBT Bank. NBT Bank is a
full-service community bank with 123 locations, including 87 offices in upstate New York and
northwestern Vermont and 36 offices in northeastern Pennsylvania. NBT Bank provides a broad range
of financial products to individuals, corporations and municipalities. For more information about
NBT Bancorp Inc. and NBT Bank, visit www.nbtbancorp.com or www.nbtbank.com.
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 certain 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.
###
Berkshire Investor Relations Contact
David H. Gonci
Investor Relations Officer
413-281-1973
David H. Gonci
Investor Relations Officer
413-281-1973
Berkshire Media Contact
Elizabeth Mach
Marketing Officer
413-445-8390
Elizabeth Mach
Marketing Officer
413-445-8390
Legacy Contact
Paul H. Bruce
Chief Financial Officer & SVP
413-445-3513
Paul H. Bruce
Chief Financial Officer & SVP
413-445-3513
NBT Investor Relations Contact
Michael Chewens
Chief Financial Officer & EVP
607-337-6520
Michael Chewens
Chief Financial Officer & EVP
607-337-6520
NBT Media Contact
Florence Doller
Director of Marketing & SVP
607-337-6118
Florence Doller
Director of Marketing & SVP
607-337-6118