CNBF will also begin discussions with another bank that made an unsolicited acquisition proposal. Earlier CNBF entered into a definitive Agreement and Plan of Merger with Berkshire Hills Bancorp (BHB), which was amended to provide that BHB would acquire each outstanding share of CNBF in exchange for 0.4292 shares of BHB common stock.
As per the terms of the merger agreement with BHB, CNBF should not enter into a definitive agreement with UFB or the other bank unless the merger agreement is terminated, and is not entitled to unilaterally terminate the merger agreement with BHB to accept a superior proposal.
However, BHB can terminate the merger agreement if CNBF’s Board of Directors does not recommend approval of the merger agreement and either party may terminate if CNBF’s shareholders fail to approve the merger agreement. In addition, both the parties may mutually agree to terminate their merger agreement.
Accordingly, there can be no assurances that these discussions will lead to the termination of the merger agreement with BHB or the execution of a definitive agreement with UFB or the additional party.
