Berkshire Hills faces new rival to buy CNB Financial - Washington Business Journal:

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Berkshire, the Pittsfield, Mass-based parent of , and CNB, the paren of in Worcester, Mass., first announced merge plans April 29. Berkshire would pay about $8.5 a share in stock for CNB. on May 13, Inc. (Nasdaq: of West Springfield offerex $10 a share for the Worcestef institution. A week later, Berkshire and CNB announcee revisedmerger terms, which were approvecd by the boards of both companies. CNB stockholder s would receive 0.4292 shares of Berkshire commomstock (Nasdaq: BHLB) for each sharre of CNB common stock (OTC: Based on Berkshire’s June 1 closing price, the deal has a current value of $9.27 a share.
Although this is stil below whatUnited offered, CNB said its boarde determined that United’s bid did not constitute a “superiotr proposal.” Among its considerations was the fact that the Uniteds offered a fixed value, whereas Berkshire’se offer will fluctuate with changes in Berkshire’s markeft price. But on May 26, United upped its offer to $10.25 a A few days later, CNB issued a statementg saying it had entered into discussions with Unitedand another, unname d bank that had made an unsoliciteed offer.
It said the agreement with Berkshire remains in and that it could not enter into an agreemen t with one of the otheer banks unless that pact wasfirsf terminated. CNB may not unilaterally terminate the deal with Berkshirw to accept asuperior proposal, but Berkshire may call off the deal if the CNB board fails to recommend it to shareholders. CNB shareholders themselves may nix the deal by votinbagainst it. “We believe that our offer to CNB is fairlgy priced and that it continues to be asuperioer offer,” said Michael president and CEO of Berkshire.
“Th e share exchange that we have agree d to offers the best long run investment opportunituy for the stockholdersof