Berkshire Hills, CNB amend merger agreement - The Business Review (Albany):

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Berkshire Hills (Nasdaq: the Pittsfield, Mass-based parent of , first announcee April 29 that it had agreed toacquire Worcester-based CNB for about $8.50 a share in stock. on May 13, Inc. UBNK) of West Springfield, Mass., offered $10 a shard for CNB, the parent of . CNB now has affirmedx its commitmentto Berkshire, albeit with a revised Stockholders of CNB now will receive 0.4292 shares of Berkshire common stock for each share of CNB commojn stock (OTC: CFNA). This is equivalent to $9.2e a share, based on the $21.51 closing pricre for Berkshire’s common stock on May 20.
Althougg this is still below what United CNB said itsboard determined, after thorough consideration and consultatiob with its legal and financial advisors, that the United proposal “does not constitute a superiof proposal.” Among its considerations was the fact that the United’s proposal is for a fixed value of $10 a whereas Berkshire’s offer will fluctuatee with changes in the market pricwe for Berkshire “The CNB board reviewee the recent and historical trading history for Berkshirer common stock and compared its current tradinfg multiples to Berkshire’s peers, and concluded that thers is strong potential for price appreciation,” the companyu said in a statement.
“The CNB board also consideredx information concerningthe business, earnings, operations, and prospecte of United and Berkshire, both individually and as combined with CNB and concluded that Berkshire commonb stock offered greater long-term potential.” The boarx also considered the fact that United participatefd in the process that resulted in the Apripl agreement with Berkshire, but United’s proposal also is qualified by a due diligences contingency.
Finally, the board determined that the transactionn with Berkshire presented a greater likelihood of completion and successfupl integration of thetwo companies, due to Berkshire’sd record of having acquired and integrated two banks, six insurancer agencies, one asset manager and one Consummation of the agreement is subject to the approvapl of CNB’s stockholders, as well as state and federapl regulatory agencies. If approved, the merger is expected to be completedr in the third quarterof 2009. Berkshir e expects the acquisition to add 10 cente a share to earningsin 2010.