©2001 Gregory Cherin Photography www.gregorycherin.com [#Beginning of Shooting Data Section] Nikon D2X 2011/12/15 07:49:27.7 RAW (12-bit) Image Size: Large (4288 x 2848) Color Lens: VR 70-200 mm F/2.8 G Focal Length: 120 mm Exposure Mode: Manual Metering Mode: Multi-Pattern 1/250 s - F/18 Exposure Comp.: 0 EV Sensitivity: ISO 100 Optimize Image: White Balance: Color Temp. (5300K) Focus Mode: AF-S VR Control: OFF Long Exposure NR: OFF High ISO NR: Off Color Mode: Mode II (Adobe RGB) Tone Comp.: Auto Hue Adjustment: 0¡ Saturation: Normal Sharpening: Auto Flash Mode: Flash Exposure Comp.: Flash Sync Mode: Image Authentication: OFF Image Comment: [#End of Shooting Data Section]
When Berkshire Bank’s longtime President and CEO Michael Daly abruptly left the bank at the end of November, a storm of questions followed from the media, analysts and other stakeholders.
But the departure also put an acquisition in flux that Berkshire had been close to announcing.
Berkshire in late November had been deep in talks to acquire Willimantic, Connecticut-based Savings Institute Bank & Trust, and had all but locked down a deal. Berkshire would eventually come to terms and announce in December that it had acquired Savings Institute in an all-stock transaction valued at $180 million.
But the 11 days between Daly’s resignation and Savings Institute agreeing to be acquired by Berkshire proved a chaotic affair, according to a recent regulatory filing detailing the background of the merger.
Following the announcement that Daly had resigned on Nov. 26, Savings Institute President and CEO Rheo A. Brouillard spoke with Berkshire’s new CEO, Richard Marotta, who confirmed Berkshire Hills Bancorp’s continuing interest in purchasing the parent company of Savings Institute.
Brouillard would also go on to contact one of Berkshire Hills Bancorp’s directors to inquire about Daly’s departure and to confirm Berkshire Hills Bancorp’s continued interest in an acquisition. Furthermore, Brouillard asked for and received an assessment of the perceived risks surrounding Daly’s departure.
The very next day, the CEO of one of the companies that had previously expressed interest in acquiring Savings Institute called Brouillard to determine whether SI Financial would be interested in discussing a deal. Brouillard told a representative of its investment bank, KBW, to inform the CEO that it remained subject to an agreement to negotiate exclusively with Berkshire.
Brouillard spoke with the chairman of the Berkshire Hills Bancorp board of directors on Nov. 30 regarding the company’s recent management change and the strategic direction of Berkshire. That same day, Brouillard met with Marotta, where they further discussed Berkshire Hills Bancorp’s recent management change and the bank’s continued interest in purchasing Savings Institute.
The talks seemed to reassure Brouillard, as Savings Institute on Dec. 1 extended its exclusivity agreement to Dec. 16. The extension, however, did not appear to deter the company that had contacted Brouillard the day after Daly’s resignation.
The unidentified company submitted to Savings Institute on Dec. 5 an unsolicited non-binding indication of interest letter that proposed a 100 percent stock transaction valued at $16 per share, with a fixed exchange ratio established at the time of signing a definitive merger agreement. The company also expressed a willingness to provide up to 30 percent of the merger consideration in the form of cash should Savings Institute prefer, and proposed to appoint two members of the Savings Institute board of directors to its board of directors.
Berkshire paid $15.48 per share and gave away one board seat in its purchase of Savings Institute.
Berkshire increased its offer after the indication of interest letter from the other company, but also said it would walk away if Savings Institute allowed the Dec. 16 exclusivity agreement to run out.
The Savings Institute financial board of directors discussed the execution risks of the proposed transaction with Berkshire Hills Bancorp compared to the proposed transaction with the other unidentified company on Dec. 7. They concluded that the execution risks of an immediately actionable transaction with Berkshire Hills Bancorp were significantly less than the risks associated with the other company.
The board would go on to continue to finalize the transaction with Berkshire Hills Bancorp under the terms of its revised proposal, and the deal was announced Dec. 11.
