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BHLB > SEC Filings for BHLB > Form 8-K on 26-Oct-2012All Recent SEC Filings

Show all filings for BERKSHIRE HILLS BANCORP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BERKSHIRE HILLS BANCORP INC


26-Oct-2012

Completion of Acquisition or Disposition of Assets, Financial Stateme


Item 2.01 Completion of Acquisition or Disposition of Assets

On October 19, 2012, Berkshire Hills Bancorp, Inc. (the "Company") completed its acquisition of Beacon Federal Bancorp, Inc. ("Beacon"). Pursuant to an Agreement and Plan of Merger dated May 31, 2012 (the "Merger Agreement"), Beacon merged into the Company and Beacon's banking subsidiary, Beacon Federal, merged with and into the Company's subsidiary, Berkshire Bank.

Pursuant to the Merger Agreement, Beacon shareholders were entitled to elect stock, cash, or a combination thereof in exchange for their Beacon share holdings, subject to proration and allocation procedures. No more than 50% of Beacon common stock would be exchanged for Company common stock and the remaining 50% would be exchanged for cash. Beacon shares exchanged for Company common stock would receive 0.92 of a share of Company stock for each Beacon share exchanged. Beacon shares exchanged for cash would receive $20.50 for each Beacon share exchanged.

The final results of the cash and stock election of Beacon shareholders are as follows:

Holders of approximately 82.3% of outstanding Beacon shares elected to receive Company common stock in exchange for their shares;

Holders of approximately 11.1% of outstanding Beacon shares elected to receive cash consideration in exchange for their shares; and

Holders of approximately 6.6% of outstanding Beacon shares made no election and will receive $20.50 in cash for each Beacon share tendered.

Because the stock consideration was oversubscribed, a proration adjustment of approximately .60766 was made and holders of Beacon common stock will receive approximately 0.5590 shares of Company common stock and approximately $8.04 in cash for each Beacon share for which they made a valid stock election. Beacon shareholders who elected to receive cash consideration will receive $20.50 for each Beacon share for which they made a valid cash election. Beacon shareholders who expressed no preference or who did not make a valid election will receive $20.50 in cash for each Beacon share tendered.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, as filed in a Current Report on Form 8-K with the Securities and Exchange Commission on June 1, 2012.

A copy of the press release announcing the cash/stock election results is filed herewith as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated October 26, 2012


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