Commerce Bank acquisition further solidifies Boston presence
(Pittsfield, MA) Berkshire Hills Bancorp, parent of Berkshire Bank, announced today that it plans to relocate its corporate headquarters to Boston later this year; an exciting move to support the Bank's continued strategic growth throughout the Northeast. The Company also announced a definitive agreement to acquire Commerce Bancshares Corp. and its subsidiary, Commerce Bank, in Worcester, MA, adding sixteen new branches in eastern Massachusetts and a well-established commercial team to capitalize on growth opportunities and further solidify its regional presence. The combined institution will be the largest regional bank in Massachusetts and first regional bank headquartered in Boston in decades.
"Locating our corporate headquarters in Boston will not take us away from our roots in Berkshire County; we remain committed to all of our employees, customers and communities," said Michael P. Daly, CEO of Berkshire Bank. "Boston will offer our senior executives connectivity with government leaders, regulators, and decision makers, and provide the ability to attract broader workforce talent as the bank continues to grow. With the addition of the Commerce team we will be able to leverage the strengths of both banks and capitalize on growth opportunities in the attractive, high-growth Eastern Massachusetts markets. This is not only important to Boston, but to all our local markets, to be the first regional bank with a Boston headquarters in decades."
The proposed acquisition provides significant scale in Eastern Massachusetts. The combined franchise will operate its corporate headquarters, 4 branches and 3 lending offices in Greater Boston, and an additional 15 branches in and around Worcester, with $3 billion in loans and $2 billion in deposits. On completion of the deal, Berkshire Bank will have 113 branches serving customers across the Northeast. Berkshire is committed to growing its innovative operating model, leveraging its platforms such as the revolutionary MyBankerTM concierge banking service, and expects commercial, wealth management and private banking businesses to be a focus of its strategy in Greater Boston.
Berkshire Bank continues to be a pillar in Berkshire County as one of its largest employers and a leader in community involvement. Its operational center will remain in downtown Pittsfield and the relocation will not have any impact on its employees. Additionally, our current regional hubs serving markets in New York's Capital and Central regions, the Hartford/Springfield region, Southern Vermont, as well as its operations around Princeton, NJ will continue to be significant contributors to our success.
"Relocating our corporate headquarters to Boston's financial district is a well-timed move that will make us stronger by driving value and adding jobs that will benefit our employees and customers across our footprint," said Sean A. Gray, Chief Operating Officer. "As a successful regional bank, having our headquarters in a strong hub for the financial services industry provides economic value and takes advantage of the largest New England market to fuel growth, increase our ability capitalize on our investment in all of our communities," he added.
In all markets, Berkshire Bank prioritizes community engagement with its national award winning volunteer program. Berkshire Bank's corporate employees' volunteer program, the XTeamTM, had 100% participation and provided 40,000 hours of service with a value of more than $1 million in 2016. In addition, Berkshire Bank has a number of strong ties in the Boston region, including; being the community presenting sponsor of Boston Seasons at City Hall Plaza; the Official Bank of NESN's Boston Bruins coverage, the official partner for lending and deposit products for the Massachusetts Teachers Association, and proud to have representation by Ray Bourque, NHL hockey legend as its spokesperson.
References to corporate headquarters refer to the executive offices of Berkshire Hills Bancorp. The relocation of the bank's main office is subject to regulatory approval. The downtown Boston corporate headquarters location will be announced in early third quarter 2017.
ABOUT BERKSHIRE BANK
Berkshire Hills Bancorp (NYSE: BHLB) is the parent of Berkshire Bank, America's Most Exciting Bank®. The Company, recognized for its entrepreneurial approach and distinctive culture, has $9.3 billion in assets and 97 full service branch offices in Massachusetts, New York, Connecticut, Vermont, New Jersey and Pennsylvania providing personal and business banking, insurance, and wealth management services. Berkshire Bank was named one of Massachusetts Most Charitable Companies in 2016 by the Boston Business Journal. The Company has a pending agreement to acquire Commerce Bancshares Corp., the parent company of Commerce Bank and Trust Company, a $2.2 billion bank with 16 branches in the Worcester, MA and Boston, MA markets. To learn more, visit www.berkshirebank.com, call 800-773-5601 or follow us on: Facebook, Twitter, and LinkedIn.
FORWARD LOOKING STATEMENTS
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of Berkshire and Commerce. 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 and Commerce, 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 and Commerce are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that Berkshire files with the Securities and Exchange Commission.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, Berkshire will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that will include a Proxy Statement of Commerce and a Prospectus of Berkshire, as well as other relevant documents concerning the proposed merger. Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Registration Statement and Proxy Statement/Prospectus, as well as other filings containing information about Berkshire and Commerce, when they become available, may be obtained at the SEC's Internet site (www.sec.gov). Copies of the Registration Statement and Proxy Statement/Prospectus (when they become available) and the filings that will be incorporated by reference therein may also be obtained, free of charge, from Berkshire's website at ir.berkshirebank.com or by contacting Berkshire Investor Relations at 413-236-3149 or William Burke at Commerce at 508-797-6996.
PARTICIPANTS IN SOLICITATION
Berkshire and Commerce and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Commerce in connection with the proposed merger. Information about the directors and executive officers of Berkshire is set forth in the proxy statement for Berkshire's 2017 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on April 7, 2017. Information about the directors and executive officers of Commerce will be set forth in the Proxy Statement/Prospectus. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed merger to be filed with the SEC (when they become available). Free copies of these documents may be obtained as described in the preceding paragraph.
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