Berkshire Bank,Berkshire Hills Bancorp, Inc (Nasdaq: BHLB), and Rome Bancorp, Inc (Nasdaq: ROME) announced today that they have signed a definitive merger agreement under which Berkshire will acquire Rome and its subsidiary, The Rome Savings Bank, in a transaction valued at approximately $74 million.Rome’s assets totaled $330 million at June 30, 2010, and it operates five banking offices serving Rome, Lee, and New Hartford, New York. The Rome Savings Bank will be merged into Berkshire Bank, the principal operating subsidiary of Berkshire. After the merger is completed, Berkshire Bank will serve customers in Massachusetts, New York, and Vermont through a network of 46 full-service bank branches. Berkshire is expected to have total assets exceeding $3.0 billion and a total market capitalization for its common stock in excess of $300 million upon consummation of the transaction. Pro forma tangible equity to tangible assets is expected to improve to 8.4%.Under the terms of the merger agreement, 70% of the outstanding Rome shares will be exchanged for Berkshire shares at a fixed exchange ratio of 0.5658 Berkshire shares for each share of Rome. The remaining 30% of Rome shares will be exchanged for cash in the amount of $11.25 per share. Based on Berkshire’s closing stock price of $18.78 on October 11, 2010, the combined consideration for Rome’s shares is calculated at $10.81 per share. This represents 120% of Rome’s tangible book value per share, 19.3x Rome’s trailing twelve month earnings, and a 6.0% premium to core deposits based on financial information for the period ended June 30, 2010.Michael P. Daly, Berkshire’s President and Chief Executive Officer, stated, “This is an attractive combination for both of our companies, and we expect it to produce solid investment returns to stockholders. We expect $0.09 core earnings per share accretion in 2011 before transactions costs and up to $0.10 earnings per share accretion in 2012 after cost saves and deal costs are fully absorbed in 2011. The merger is a desirable extension of our New York franchise and is expected to accelerate our long term earnings growth. Rome is a successful and well respected company with solid asset quality and strong market share in an attractive market. It provides access to the Utica market and proximity to the Syracuse market, which was recently listed by the Brookings Institution along with Albany as among the strongest of the top hundred metro areas in the country. The Syracuse and Utica-Rome markets have a combined population of nearly one million persons. We have been successful in growing low cost deposits in markets similar to Rome and in developing strong new commercial business in adjacent markets like Syracuse and Utica. We believe that the scope of our regional bank product selection and our energetic brand initiatives will be well received in these markets. Berkshire is well positioned to be a partner to Rome and other institutions in and around our markets who recognize the benefits that can be delivered to all of our constituencies through a well-structured business combination such as this.”Charles M. Sprock, Rome’s Chairman of The Board, President, and Chief Executive Officer stated, “We are very pleased to join Berkshire Hills Bancorp and Berkshire Bank. Berkshire has successfully partnered and expanded into new markets, and its experienced New York leadership is knowledgeable of our markets in and around Rome. Berkshire Bank will continue to uphold our tradition of service excellence while introducing new products, including insurance and wealth management. With a 14% premium to the recent price of our stock, the transaction pricing is attractive to our shareholders, especially when taking into account the significant upside potential for core earnings growth and stock appreciation of Berkshire stock.”Each Rome shareholder will have the right to elect the form of consideration, subject to proration procedures to maintain the overall 70%/30% mix of stock and cash consideration. The transaction is intended to qualify as a reorganization for federal income tax purposes, and as a result, the shares of Rome common stock exchanged for shares of Berkshire common stock are expected to be transferred on a tax-free basis. The definitive agreement has been unanimously approved by the Boards of Directors of both Berkshire and Rome. Consummation of the agreement is subject to the approval of Rome’s shareholders, as well as state and federal regulatory agencies. Berkshire does not anticipate that the transaction will require approval of its shareholders. The merger is expected to be completed in the first quarter of 2011. Berkshire and Rome have created foundations for community charitable support which will continue to provide charitable contributions to the local communities.Stifel Nicolaus & Company, Incorporated served as the financial advisor to Berkshire, and Sandler O’Neill & Partners, L.P. served as the financial advisor for Rome. Luse Gorman Pomerenk & Schick, P.C. served as outside legal counsel to Berkshire, while SNR Denton US LLP served as outside legal counsel to Rome.BERKSHIRE UPDATEAn information presentation with additional information about the merger will be posted promptly in the Investor Relations section of Berkshire’s website at www.berkshirebank.com(link is external). Berkshire has a previously announced conference call to discuss third quarter earnings and earnings guidance on Thursday, October 21, 2010, and management will also plan to discuss this merger announcement on that call.Berkshire CEO Mike Daly added, “We are pleased that our third quarter earnings per share are anticipated to meet or exceed current consensus expectations of $0.24 per share. We also anticipate that our net interest margin will meet or exceed our expectations, with continuing solid loan growth and favorable asset quality metrics. We look forward to providing more information about our improving results and expectations in our forthcoming earnings release after the close of business on October 20, and in the conference call on October 21.”BACKGROUNDBerkshire Hills Bancorp is the parent of Berkshire Bank ‘ America’s Most Exciting Bank(SM). The Company has $2.7 billion in assets and 46 financial centers in Massachusetts, New York, and Vermont. Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF). For more information, visit www.berkshirebank.com(link is external) or call 800-773-5601.Rome Bancorp, Inc. is a publicly held, one-bank holding company whose wholly-owned subsidiary, The Rome Savings Bank, maintains its corporate offices in Rome, New York. Rome Bancorp, Inc. is incorporated in the state of Delaware. The Rome Savings Bank, regulated by the Office of Thrift Supervision, operates five full-service community banking offices in Rome, Lee, and New Hartford, New York. Rome’s primary lines of business include residential real estate lending, small business loan and deposit services, as well as a variety of consumer loan and deposit services.FORWARD LOOKING STATEMENTSThis news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of Berkshire and Rome. 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 Rome, 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 Rome 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 FOR STOCKHOLDERSThe proposed transaction will be submitted to Rome stockholders for their consideration. Berkshire will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Rome and a Prospectus of Berkshire, as well as other relevant documents concerning the proposed transaction with the SEC. Stockholders of Rome are urged to read the Registration Statement and the Proxy Statement/Prospectus 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. You will be able to obtain a free copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about Berkshire and Rome at the SEC’s Internet site (http://www.sec.gov(link is external)).Berkshire and Rome and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Rome in connection with the proposed merger. Information about the directors and executive officers of Berkshire is set forth in the proxy statement, dated March 26, 2010, for Berkshire’s 2010 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Information about the directors and executive officers of Rome is set forth in the proxy statement, dated April 1, 2010, for Rome’s 2010 annual meeting of stockholders, as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus when it becomes available. Free copies of this document may be obtained as described in the above paragraph.NON-GAAP FINANCIAL MEASURESThis news release references non-GAAP financial measures incorporating tangible equity and related measures, as well as core deposits. These measures are commonly used by investors in evaluating business combinations and financial condition. Tangible equity/tangible assets excludes intangible assets from the numerator and denominator. Tangible book value per share excludes intangible assets. Core deposits are total deposits less time deposits over $100 thousand.SOURCE Berkshire Hills Bancorp, Inc. 10.12.2010. PITTSFIELD, Mass. and ROME, N.Y.,/PRNewswire-FirstCall/ —
At the launch of the People’s Progressive Party/Civic (PPP/C) 2020 elections campaign on Sunday, several young professionals eagerly endorsed the Party’s “Plan for Prosperity”.Entrepreneur Susan RodriguesThe PPP/C had among its list of speakers a number of young professionals.One issue that stood out in all their speeches was the fact that they lamented the broken promises of the APNU/AFC coalition to create opportunities and a better life for young people in Guyana. Thus, they urged the crowd, especially youths, to vote for the PPP/C, which is the only party that they believe has the best interest of youths at heart.The current Vice Chair of Region One (Barima-Waini), Sarah Browne, described to the crowd her personal experience with the PPP/C as a young woman who was able to contribute to Guyana because of the Party providing opportunities for youths across our country.Dr Erica Forte“Almost five years ago, at the age of 23, voting for the first time, I strongly endorsed and campaigned for the People’s Progressive Party/Civic based on nothing more or nothing less than a progressive track record— a decision to date I have not regretted… I stand here today [Sunday] as evidence that the People’s Progressive Party believes in the abilities and capabilities of young people regardless of our ethnicity, regardless of our religion and regardless of whatever differences we may have,” she stated.Browne went on further to lament the struggles which the residents of Region One have faced since the coalition assumed office in 2015.Attorney-at-law, Savitri Parag“…I travelled from Region One, a region where we are fed up, sick and tired of this Government. We are fed up because the increased taxes [have] begun to take its toll, and our lives… the cost of living has become higher. We are currently experiencing severe fuel shortage and a hike in fuel prices, so yes we’re fed up. We are fed up because this Government has failed to address our land titling issues and land extension issues which are necessary and important for our survival as Amerindians. We are fed up because this Government has refused to look at the interest of our farmers… Yes, we are definitely fed up because the funding from Government has dried up for sports, for culture, for other infrastructure, and so yes our region is definitely fed up,” she passionately expressed.Region One Vice Chair Sarah BrowneThe Vice Chair also made her case for the PPP/C and why it is critical that they are elected into office at this upcoming General and Regional Elections.“As a young Amerindian woman, I believe that the People’s Progressive Party/ Civic is the only party that believes in equality, that believes in inclusive governance and that believes that there is a place for all of us in our leadership. Compare that to a Government that campaigned strongly and appealed to young people for their support, who today, in Government, most of them are eligible for pension or they’re getting there”.Another young woman, Susan Rodrigues, who is an entrepreneur, told her tale to the crowd about feeling deceived by the APNU/AFC coalition government and did not hold back on listing all the failures and deceptions she feels the Government has meted out to every Guyanese over the past five years.“I was born and raised in a family of ordinary, hardworking people like most of you here today. But if you had asked me five years ago where I saw myself in the future, I would not have said in politics. But after having witnessed the deception by the APNU/AFC Government, their abuses in office, the flagrant violation of our Constitution, the incompetence, the corruption, the escalating cost of living, the decline in our economy, the exclusion of young people, the desperate need to hang on to the perks of office, I cannot and will not as a young, educated, professional woman, be excluded from the political arena anymore,” she said.Further, she added: “I watched on as the coalition took the reins of power in 2015 and I can never forget their first act in office: they raised their own salaries. It is on our minds and it is in our hearts we remember how you made us feel when some of their salaries were raised by 100 per cent. They took care of themselves. They immediately forgot about us, they forgot about you, they forgot about the people that put them there. That one act would determine and shape Granger’s entire presidency and the legacy of his Government. They took care of themselves”.Medical doctor, Erica Forte, also stated her case, specifically with regard to the failure of the Government in improving healthcare in Guyana but she expressed her confidence in and support of the PPP/C’s plans, especially for the health sector.“As a young woman who intends to raise a family in this environment, I, like so many others, no matter where I am, I want to have access to quality healthcare. PPP/C intends to correct this…my people, the time has come for us to take a stand like we did in 1992 to correct the wrong that occurred in 2015. 2020 is our time. Let us secure our victory together,” Forte posited.Further, Savitri Parag, an Attorney-at-Law, also gave her take on how she believes the coalition government failed young people and why they should not be allowed to return.“The reality is there is oppression pushed in every corner of the society and especially so with our young people… The progression of a lawless society has caused young people to wonder whether there is a future for them in this illegal administration; young people who are qualified and hungry to give back to their country. Instead, they are victimised by not having jobs, by being demoted from positions for which they are well qualified. Meanwhile, the vast majority of the high positions in the public systems are filled with persons over their 60s and upwards and with political associations. There is no room left for the upward mobility of our youths,” Parag explained.In 2015, the APNU/AFC coalition’s campaign was focused mainly on targeting young people who they promised would be the pivot of their Government.
Pakistan’s leading Test run-getter and former captain Younis Khan was let off with a warning after he apologised for his misconduct in last week’s umpiring row in the Pakistan Cup national One-Day tournament.Younis, 38, was fined 50 per cent of his match fee and faced a ban of three to five matches for not attending the disciplinary hearing and withdrawing from the tournament.He apologised for his behaviour in a call with Pakistan Cricket Board (PCB) chairman Shaharyar Khan.A PCB news release confirmed the phone call and apology.Younis was angry at several umpiring decisions in his team’s two matches, but denied misbehaving towards the umpires.”I had objected to a no-ball which was above chest height and that’s all,” Younis told a private Pakistani TV channel.”I have given assurances that I will play the remaining matches so the matter ends here.”Younis is Pakistan’s highest Test run-scorer, with 9,116 runs in 104 Tests.(With PTI inputs)