PITTSFIELD, Mass. and
ROME, N.Y., March 28, 2011 /PRNewswire/ -- Berkshire Hills
Bancorp, Inc. (Nasdaq: BHLB) and Rome Bancorp, Inc. (Nasdaq:
ROME) today announced the
preliminary results of elections made by Rome Bancorp, Inc.
stockholders as to the form of merger consideration to be received
in the pending merger of Rome Bancorp with and into Berkshire Hills
Bancorp. The election deadline for Rome Bancorp stockholders
to have made merger consideration elections in connection with the
proposed merger expired at 5:00 p.m.,
EDT, on March 18, 2011.
(Logo: http://photos.prnewswire.com/prnh/20101018/BERKSHIRELOGO
)
Of the approximately 6,777,551 shares of Rome Bancorp common
stock outstanding as of March 18,
2011:
- The holders of approximately 5,043,184 shares, or 74.4%,
elected to receive Berkshire Hills Bancorp common stock;
- The holders of approximately 710,243 shares, or 10.5%, elected
to receive cash; and
- The holders of approximately 1,024,124 shares, or 15.1%,
submitted elections expressing no preference as to the form of
merger consideration or did not make a valid election.
Under the terms of the merger agreement, 70% of the outstanding
shares of Rome Bancorp common stock at the time of the merger will
be exchanged for shares of Berkshire Hills Bancorp common stock,
and all remaining outstanding Rome Bancorp shares of common stock
will be exchanged for cash. Each Rome Bancorp share exchanged
for stock will receive 0.5658 shares of Berkshire Hills Bancorp
common stock. Each Rome Bancorp share exchanged for cash will
receive $11.25. Stock
consideration was oversubscribed by those participating in the
election. As a result, stockholders who elected to receive
cash or who did not submit a valid election form will receive all
cash consideration. Stockholders who elected to receive stock
will receive both stock and cash.
After the final results of the election process are determined,
the actual merger consideration, and the allocation of the merger
consideration, will be computed using the formula in the merger
agreement and will be based on, among other things, the actual
number of shares of Rome Bancorp common stock outstanding
immediately prior to the closing date, the final results of the
election process and the value of Berkshire Hills Bancorp common
stock for the five trading days immediately prior to the date the
merger becomes effective. A press release announcing the
final merger consideration will be issued after the merger is
completed.
A more complete description of the merger consideration and the
proration procedures applicable to elections is contained in the
proxy statement/prospectus dated January 28,
2011 and mailed to Rome Bancorp stockholders of record on or
about February 2, 2011. Rome
Bancorp stockholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the
proxy statement/prospectus may be obtained for free by following
the instructions below under. "Additional Information About
the Merger and Where to Find It."
Berkshire Hills Bancorp and Rome Bancorp expect to complete the
merger on or about April 1, 2011.
The proposed merger, which was approved by Rome Bancorp
stockholders on March 9, 2011,
remains subject to the receipt of final regulatory approvals and
the satisfaction of customary closing conditions.
Background
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
financial centers 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.
Rome Bancorp is a publicly held, one-bank holding company whose
wholly-owned subsidiary, The Rome Savings Bank, maintains its
corporate offices in Rome, New
York. Rome Bancorp, Inc. is incorporated in the state
of Delaware. The Rome Savings
Bank, regulated by the Office of Thrift Supervision, operates five
full-service community banking offices in Rome, Lee, and New
Hartford, New York. Rome's primary lines of business
include residential real estate lending, small business loan and
deposit services, as well as a variety of consumer loan and deposit
services.
Forward Looking Statements
This news release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 about the proposed merger of Berkshire Hills Bancorp and
Rome Bancorp. These statements include statements regarding the
anticipated closing date of the transaction and anticipated future
results. 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." Certain factors that
could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in
achieving cost savings from the merger or in achieving such cost
savings within the expected time frame, difficulties in integrating
Berkshire Hills Bancorp and Rome Bancorp, increased competitive
pressures, changes in the interest rate environment, changes in
general economic conditions, legislative and regulatory changes
that adversely affect the business in which Berkshire Hills Bancorp
and Rome Bancorp are engaged, changes in the securities markets and
other risks and uncertainties disclosed from time to time in
documents that Berkshire Hills Bancorp files with the Securities
and Exchange Commission.
Additional Information About the Merger and Where to Find
It
In connection with Berkshire Hills Bancorp's proposed
acquisition of Rome Bancorp, Berkshire Hills Bancorp has filed a
registration statement on Form S-4 with the SEC containing a proxy
statement/prospectus dated January 28,
2011, which has been mailed to Rome Bancorp stockholders.
Investors are urged to read these materials, and any other
documents filed by Berkshire Hills Bancorp or Rome Bancorp with the
SEC, because they contain or will contain important information
about Berkshire Hills Bancorp, Rome Bancorp and the merger. The
proxy statement/prospectus and other relevant materials, and any
other documents filed by Berkshire Hills Bancorp with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov.
SOURCE Berkshire Hills Bancorp, Inc.