United Financial (UBNK) Announces Acquisition of CNB Financial (CFNA); Berkshire Hills Bancorp (BHLB) to Receive $970K Termination Fee

June 25, 2009 4:42 PM EDT

United Financial Bancorp, Inc. (Nasdaq: UBNK) and CNB Financial Corp. (OTCBB: CFNA) announced the signing of an agreement and plan of merger, pursuant to which CNB Financial will merge with and into United Financial and Commonwealth National Bank will merge with and into United Bank. CNB Financial and Berkshire Hills Bancorp (Nasdaq: BHLB) will terminate their previously announced merger agreement.

United Financial will acquire the outstanding shares of CNB Financial for an aggregate purchase price of approximately $25 million, which includes outstanding stock options and warrants. Under the terms of the agreement, CNB Financial shareholders will have the opportunity to elect to receive either: (1) $10.75 per share in cash for each CNB Financial share; (2) 0.8257 United Financial shares for each CNB Financial share; or (3) a combination of United Financial common stock and cash, provided that the total cash consideration paid by United Financial to shareholders of CNB Financial equals 50% of the total merger consideration. All CNB Financial shareholder elections will be subject to the allocation and proration procedures set forth in the merger agreement. The transaction value represents 125.6% of CNB Financial's tangible book value and a 3.8% premium to core deposits.

In accordance with the terms of the prior merger agreement between CNB Financial and Berkshire Hills Bancorp, Berkshire Hills Bancorp will receive a termination fee of $970,000 in connection with the parties' mutual termination of the agreement.[SM]

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