EXHIBIT 99.1
BERKSHIRE HILLS BANCORP, INC. AND WORONOCO BANCORP, INC., RECEIVE
SHAREHOLDER APPROVALS TO PROCEED WITH MERGER
April 12, 2005
PITTSFIELD and WESTFIELD, MA - Berkshire Hills Bancorp, Inc. ("Berkshire")
(AMEX: BHL) the holding company for Berkshire Bank, and Woronoco Bancorp, Inc.
("Woronoco") (AMEX: WRO) the holding company for Woronoco Savings Bank,
announced today that they have both received shareholder approvals to proceed
with their merger. Based on a preliminary vote count, of the total votes cast,
approximately 95% of Berkshire shares and approximately 86% of Woronoco shares
were voted in favor of the transaction, and a majority of each company's total
outstanding shares were voted in favor of the transaction.
Commenting on the approvals, Michael P. Daly, President and CEO of
Berkshire, stated "With the shareholder approvals now behind us, our regulatory
applications filed and in process, and Berkshire's and Woronoco's integration
planning teams working diligently, we believe we are on schedule to complete our
acquisition of Woronoco in the second quarter of this year as originally
announced. We are grateful for our shareholders' overwhelming approval. I
continue to believe that this transaction will result in great value for
shareholders of each organization, will help us extend our record of earnings
growth and will benefit the customers, employees and the communities Berkshire
now serves as well as those in Hampden and Hampshire Counties."
Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank.
Established in 1846, Berkshire Bank is one of Massachusetts' oldest and largest
independent banks and is the largest banking institution based in western
Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts, with 11
branch offices serving communities throughout Berkshire County, and a
representative office and one branch in New York. The bank is committed to
continue operation as an independent bank, delivering exceptional customer
service and a broad array of competitively priced retail and commercial products
to its customers. For more information on Berkshire Hills Bancorp, Inc., visit
www.berkshirebank.com or call (413) 443-5601.
Woronoco Bancorp, Inc. is the holding company for Woronoco Savings Bank.
Established in 1871, and headquartered in Westfield, Massachusetts, Woronoco
Savings Bank provides a wide variety of financial products and services through
its ten branch offices located in Hampden and Hampshire Counties in western
Massachusetts. Through its partnership with Infinex Financial Group, the Bank
offers access to a full range of investment products, including stocks, bonds,
mutual funds and annuities. The Bank's subsidiary, the Woronoco Insurance Group,
Inc., offers property and casualty insurance products and life insurance and
group life, group health and accident insurance products for individuals and
commercial clients. For more information regarding the Bank's products and
services, and for Woronoco Bancorp, Inc. investor-relations information, please
visit its web site at www.woronoco.com.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. This press release
contains certain forward-looking statements that are based on certain
assumptions and describe future plans, strategies and expectations of Berkshire
Hills Bancorp, Inc., Berkshire Bank, Woronoco Bancorp, Inc. and Woronoco Savings
Bank. These forward-looking statements include, but are not limited to,
statements about (i) the benefits of the merger between Berkshire Hills and
Woronoco, including future financial and operating results, cost savings, and
accretion to reported earnings that may be realized from the merger; and (ii)
Berkshire Hills' and Woronoco's plans, objectives, expectations and intentions,
and other statements contained in this presentation that are not historical
facts. These forward-looking statements are generally identified by use of the
words "believe," "expect," "intend," "anticipate," "estimate," "project" or
similar expressions.
Berkshire Hills' and Woronoco's ability to predict results or the actual effect
of future plans or strategies is inherently uncertain. Factors that could have a
material adverse effect on the operations of Berkshire Hills, Woronoco and
either's subsidiaries include, but are not limited to, changes in interest
rates, general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Treasury
and the Federal Reserve Board, the quality or composition of the loan or
investment portfolios, demand for loan products, deposit flows, competition,
demand for financial services in Berkshire's or Woronoco's market area and
accounting principles and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Berkshire Hills and Woronoco do not undertake
- - and specifically disclaim any obligation - to publicly release the result of
any revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
In addition, the following factors, among others, could cause actual
results to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) the businesses of Berkshire
Hills and Woronoco may not be combined successfully, or such combination may
take longer to accomplish than expected; (2) the cost savings from the merger
may not be fully realized or take longer than expected; (3) operating costs,
customer loss and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger; (5) adverse governmental or regulatory policies may be enacted; (6) the
risks associated with continued diversification of assets and adverse changes to
credit quality; (7) the risks associated with a proposed balance sheet
deleveraging; and (8) difficulties associated with achieving expected future
financial results. Additional factors that could cause actual results to differ
materially from those expressed in forward-looking statements are discussed in
Berkshire Hills' and Woronoco's reports (such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the
Securities and Exchange Commission and available on the SEC's Internet site
(http://www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to Berkshire
Hills or Woronoco or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. You are cautioned not to
place undue reliance on any forward-looking statements in this press release,
which speak only as of April 12, 2005. Except as required by law or regulation,
Berkshire Hills and Woronoco do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
April 12, 2005.
Media contacts:
Michael P. Daly Cornelius D. Mahoney
President and Chief Executive Officer Chairman, President and Chief
Executive Officer
Berkshire Hills Bancorp, Inc. Woronoco Bancorp, Inc.
(413) 236-3194 (413) 568-9141