Berkshire Bank, Legacy Create $4B Financial Entity

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PITTSFIELD, Mass. — Berkshire Hills Bancorp Inc. and Legacy Bancorp Inc. announced Tuesday that they have signed a definitive merger agreement under which Berkshire will acquire Legacy and its subsidiary, Legacy Banks, in a transaction valued at approximately $108 million.

The merger of Legacy into Berkshire will create a combined institution with $4 billion in assets. This in-market merger will create efficiencies and market share benefits for the combined banks, which both have branches in Western Massachusetts and Northeastern New York. Including Berkshire's pending merger with Rome Bancorp, the combined bank will have more than 60 offices serving Berkshire County, the Pioneer Valley, New York and Southern Vermont.   

Legacy has nearly $1 billion in assets and 19 branches, while Berkshire has nearly $3 billion in assets and will have 47 branches including the Rome branches. Both institutions offer a wide range of personal and commercial banking products and services, as well as wealth management, investments, and insurance services. Both banks are headquartered in Pittsfield and have histories stretching back more than 150 years serving the Berkshire County market. The combined bank will be well-capitalized, with strong asset quality and strong planned revenue and core earnings growth. Berkshire will have a market capitalization exceeding $400 million and a dividend yield exceeding 3 percent based on current stock market prices. 

Michael P. Daly, Berkshire's president and chief executive officer, stated, "this in-market combination will create a strong platform headquartered in Berkshire County for further growth of our Northeast regional franchise. I look forward to welcoming the Legacy team into the culture of 'America's Most Exciting Bank' as we together provide the best financial support and solutions to our markets. The transaction will be immediately accretive to core earnings per share, and the other metrics of this merger demonstrate that it is fairly priced and will produce an attractive return to investors." 

"Shareholders will also benefit from our larger market capitalization and stock trading liquidity, and our strong franchise positioning in the middle of the Northeast region. We expect to complete our pending merger with Rome Bancorp in the first quarter of 2011 and to complete the Legacy merger in the following quarter, accelerating our planned return to a $2 annualized core EPS run-rate. Our strong executive team is positioned to complete these integrations flawlessly, and we look forward to welcoming Legacy executive Patrick Sullivan onto this team, along with two Legacy directors onto our board, including J. Williar Dunlaevy."

Dunlaevy stated, "Legacy and Berkshire have been friendly competitors over the years, and now we're joining the Berkshire team to create a larger combined platform to serve our traditional and target markets. This transaction produces a very attractive immediate return to our shareholders. Additionally, Berkshire's stock has excellent prospects for further attractive investment returns, particularly including the benefits of this partnership, which will provide long term benefits to all of our constituencies."

Sullivan added, "As we considered our strategic alternatives, there were compelling reasons for us to seek this partnership with Berkshire. Berkshire is a company with strong momentum and is well positioned as a bank that knows our communities, understands the customers we serve, and offers a unique brand promise for customer engagement. I look forward to joining the Berkshire executive team, and to successfully integrating our neighboring operations and accelerating our combined earnings growth in New England and New York."


The merger is valued at $13 per share of Legacy common stock based on the $20.75 average closing price of Berkshire's stock for the 10-day period ending Dec. 15, 2010. Under the terms of the merger agreement, each outstanding share of Legacy common stock will be exchanged for 0.56385 Berkshire common shares plus $1.30 in cash.  As a result, 90 percent of the merger consideration will be in the form of Berkshire stock and 10 percent will be in the form of cash. The $13 per share value represents 110 percent of Legacy's tangible book value per share and a 1.0 percent premium to core deposits based on financial information as of Sept. 30, 2010. The merger is expected to be completed by June 30, 2011. It is expected to be $0.10 accretive to Berkshire's core earnings per share in 2012, which will be the first full year of operations, and there will also be some accretive benefit in the 2011 transition year.     

The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, it is expected that the exchange of Legacy shares for Berkshire shares will be on a tax-free basis. The definitive agreement has been unanimously approved by the boards of directors of both Berkshire and Legacy.  Consummation of the agreement is subject to the approval of Berkshire's and Legacy's shareholders, as well as state and federal regulatory agencies.  It is anticipated that there will be some divestiture of deposits in Berkshire County; any divestiture gains will be shared in accordance with the merger agreement.  Both the Berkshire Bank Foundation and The Legacy Banks Foundation will continue to provide charitable contributions to the communities.

Sandler O'Neill & Partners LP was the financial adviser to Berkshire, and Keefe, Bruyette & Woods Inc. was the financial adviser for Legacy. Luse Gorman Pomerenk & Schick PC was outside legal counsel to Berkshire, while Nutter McClennan & Fish LLP was outside legal counsel to Legacy.

Regarding Berkshire's current-year performance, Daly added, "We are pleased that our fourth-quarter core earnings are anticipated to meet or exceed our previous guidance of $0.26 per share, which reflects an a5nnualized pace of growth around 16 percent compared to the prior quarter. This results from continued strong organic growth of our business and continued favorable asset quality metrics.  We expect some one-time charges related to the Legacy and Rome merger agreements which will impact our GAAP earnings. We look forward to announcing our fourth quarter and full-year 2010 results after the close of business on Monday, Jan. 24, 2011, followed by a conference call/webcast at 10 a.m. on Tuesday, Jan. 25, 2011."

The preceding is from PRNewswire and edited for iBerkshires style. The full release can be found here. The merger is expected to cost up to 50 jobs.

If you would like to contribute information on this article, contact us at info@iberkshires.com.

Biz Briefs: Dream Green Expands, Marie's Closes, Advice for Retiring Docs

By Breanna SteeleiBerkshires Staff

Dream Green Offers Secure Data Destruction

ADAMS, Mass. — Dream Green Recycling is now certified to destroy secure data, opening up possibilities for local municipalities and more to recycle their electronics locally.

Owners Patrick Kennedy and Kyle Danforth said this will help them reach new facilities.

"It allows us to do a lot more, municipalities, government contracts, hospitals, big corporate offices, stuff like that, where they need that badge to do the data destruction and know that, it's done the right way, and it's totally wiped out or destroyed," Danforth said.

The certification took about a year to obtain. Dream Green is one of few facilities in the New England area that has the certification, making it easier for customers to recycle their computer devices locally instead of shipping it outside the county or state.

"With us being able to do it locally reduces the carbon footprint and the emissions. A lot of people are like, 'Oh, we're recycling, but we're shipping it all the way to Rhode Island or New Jersey or out of the state.' And it's like, yeah, you're recycling, but you're really not lowering the carbon footprint because you have that tractor trailer truck or the 18 wheeler that's going over the trail and burning up all those emissions," Danforth said. "So yeah, you're recycling, but in the long scheme of things, you're creating a larger footprint trying to do the right thing," 

The team plans to expand on their certification to include on-site data destruction as well as solid state scrubbing to be able to upcycle the product.

"As we grow, we just listen to what the community lacks and try to fulfill those issues and stuff like that, help solve problems along the way. So this was someone who came to us and said something about how it was hard to do stuff with the E waste, and that's why we diversified in it," Danforth said.

Dream Green is EPA Section 608 certified, which means they are also able to handle refrigerants like refrigerators and air conditioning units.

"Our end goal is we want to be the facility like your scrap yard or your transfer station, where we are the one stop shop for recycling," Danforth said.

Kennedy agreed, "our job is to divert as much material from a landfill as possible. We try to divert as much trash from going to a landfill as possible. That's our main objective of Dream Green Recycling."

Dream Green Recycling opened in late 2023 and provides local drop-off and pickup from its locations at 15 Print Works Drive, Adams, and Downing Industrial Park in Pittsfield. It recycles mattresses, tires, televisions and more.

Marie's Closes on North Street

PITTSFIELD, Mass. — Marie's North Street Eatery and Gallery closed its doors for the last time Friday, Feb. 27.

Co-owners Neil Davis and Ashley Marie announced their closure on the Facebook on the following Sunday.

"Bringing Marie's to life every day brought us incredible joy, from renovating the space, to opening a gallery, and of course, to preparing wholesome and tasty food for you, which is what we did best. We truly thank you so much for being a part of it."

The gallery held its ribbon-cutting two years ago at its space at 148 North St. The eatery and gallery had grab-and-go breakfast and lunch items.

The two had opened their eatery in the former Maria’s European Delights, paying homage to her through their name and certain menu items.

Financial Planner Specializes in Health-Care Professionals

WYNANTSKILL, N.Y. — Nate Tomkiewicz, a certified financial planner, specializes in providing fiduciary investment management and comprehensive financial planning, with a primary focus on health-care professionals within 10 years of retirement.
 
Established in May 2025, Tomkiewicz Wealth Management is a registered investment advisory firm.
 
"I founded Tomkiewicz Wealth Management to cut through the noise and provide the kind of specific, high-level guidance that health-care professionals deserve," said Tomkiewicz. "These are people who spend their careers — their lives — caring for others. My goal is to care for their financial future, ensuring they can transition from a high-stress career to a comfortable retirement."
 
After nearly a decade working in the financial services industry, Tomkiewicz founded his own firm to offer personalized, client-first experience. Tomkiewicz Wealth Management was built to address the unique complexities faced by doctors, nurses, and medical professionals who often juggle demanding careers with intricate benefit packages, including 401(k), 403(b) and 457(b) plans, he said.
 
The firm operates as a fee-only fiduciary, meaning it is legally bound to act in the client's best interest at all times. These services include strategies for retirement income, investment management, benefit optimization, tax planning, and planning for health-care costs. 
 
Tomkiewicz Wealth Management serves clients in New York's Capital Region, Berkshire County, and virtually across the country.
 
For more information visit tomkiewiczwm.com or call 518-219-7323.
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