On December 11, 2018, the Company and Berkshire Hills issued a joint press release announcing the execution of the Merger
Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1.
Additional Information and Where to Find It
In connection with
the proposed merger, Berkshire Hills will file with the SEC a Registration Statement
on Form S-4 that will include a Proxy Statement of SIFI and a Prospectus of Berkshire Hills, as well as other relevant documents
concerning the proposed merger.
Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus
regarding the proposed merger 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.
Copies of the Registration Statement and
Proxy Statement/Prospectus and the filings that will be incorporated by reference therein, as well as other filings containing
information about Berkshire Hills and SIFI, when they become available, may be obtained at the SEC’s Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, from Berkshire Hills at www.berkshirebank.com under the tab “Investor
Relations.”
SIFI and Berkshire
Hills and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of SIFI in connection with the proposed merger. Information about the directors and executive officers
of Berkshire Hills is set forth in the proxy statement for the Berkshire Hills 2018 annual meeting of stockholders, as filed with
the SEC on Schedule 14A on April 6, 2018. Information about the directors and executive officers of SIFI is set forth in the proxy
statement for the SIFI 2018 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 29, 2018. Additional
information regarding the interests of those participants and other persons who may be deemed participants in the transaction and
a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus
and other relevant documents regarding the proposed merger to be filed with the SEC when they become available. Free copies of
these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
Certain statements
contained in this Current Report on Form 8-K that are not statements of historical fact constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements
are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in
press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and
constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not
limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of
dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those
of our management or Board of Directors, including those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,”
“expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Forward-looking statements
involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that
could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: the
businesses of SIFI and Berkshire Hills may not be combined successfully, or such combination may take longer to accomplish than
expected; the cost savings from the Merger may not be fully realized or may take longer to realize than expected; operating costs,
customer loss and business disruption following the Merger, including adverse effects on relationships with employees, may be greater
than expected; governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection
with governmental approvals of the Merger; the stockholders of SIFI may fail to approve the merger; adverse local, regional, national
and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; changes
in the level of non-performing assets and charge-offs; changes in estimates of future reserve requirements based upon the periodic
review thereof under relevant regulatory and accounting requirements; the effects of and changes in trade and monetary and fiscal
policies and laws, including the interest rate policies of the Federal Reserve Board; inflation, interest rate, securities market
and monetary fluctuations; political instability; acts of war or terrorism; the timely development and acceptance of new products
and services and perceived overall value of these products and services by users; changes in consumer spending, borrowings and
savings habits; changes in the financial performance and/or condition of our borrowers; technological changes; acquisitions and
integration of acquired businesses; the ability to increase market share and control expenses; changes in the competitive environment
among financial holding companies and other financial service providers; the quality and composition of our loan or investment
portfolio; the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities
and insurance) with which we and our subsidiaries must comply; the effect of changes in accounting policies and practices, as may
be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards
Board and other accounting standard setters; changes in our organization, compensation and benefit plans; the costs and effects
of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries
and the results of regulatory examinations or reviews; greater than expected costs or difficulties related to the opening of new
branch offices or the integration of new products and lines of business, or both; and/or our success at managing the risk involved
in the foregoing items.