Berkshire Hills Bancorp Inc美股招股说明书(2025-04-08版)

To the Stockholders of Brookline Bancorp, Inc. andthe Stockholders of Berkshire Hills Bancorp, Inc. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Berkshire Hills Bancorp, Inc. (“Berkshire”) and BrooklineBancorp, Inc. (“Brookline”), we are pleased to enclose the accompanying Joint Proxy Statement/Prospectusrelating to the proposed merger of equals of Berkshire and Brookline. We are requesting that you takecertain actions as a holder of Berkshire common stock or as a holder of Brookline common stock. On December16, 2024, Berkshire, Commerce Acquisition Sub, Inc., a direct, wholly-owned subsidiaryof Berkshire (“Merger Sub”), and Brookline entered into a merger agreement (the “Merger Agreement”)pursuant to which Berkshire and Brookline have agreed to combine their respective businesses in a mergerof equals. Under the Merger Agreement, Merger Sub will merge with and into Brookline, with Brookline as thesurviving corporation (the “Merger”), immediately followed by the merger of Brookline with and intoBerkshire, with Berkshire as the surviving corporation (the “Holdco Merger”). Immediately following theMerger and the Holdco Merger (collectively, the “Mergers”), Berkshire Bank, the wholly-owned subsidiaryof Berkshire, and two of Brookline’s wholly-owned banking subsidiaries, PCSB Bank and Bank RhodeIsland, will merge with and into Brookline Bank, the wholly-owned subsidiary of Brookline, with BrooklineBank as the surviving bank (the “Bank Merger”). Each of Brookline and Berkshire will have equalrepresentation on the board of directors of the surviving corporation and the surviving bank. If the Mergers are completed, Brookline stockholders will be entitled to receive 0.42 shares ofBerkshire common stock, $0.01 par value, for each share of Brookline common stock, $0.01 par value, thatthey own. The maximum number of shares of Berkshire common stock estimated to be issuable uponcompletion of the Mergers is 37,882,325. The value of the Merger Consideration will depend on the marketprice of Berkshire common stock on the effective date of the Mergers. Based on Berkshire’s closing price of$30.20 on December13, 2024, which was the last trading date preceding the public announcement of theproposed merger, each share of Brookline common stock exchanged for 0.42 shares of Berkshire commonstock would have had a value of $12.68, or approximately $1.1billion in aggregate Merger Consideration.Based on Berkshire’s closing price of $26.09 on April 1, 2025, which is the most recent practicable tradingday prior to the printing of this document, each share of Brookline common stock exchanged for 0.42 sharesof Berkshire common stock would have a value of $10.96. We urge you to obtain current market quotationsfor both Berkshire common stock and Brookline common stock. The common stock of Berkshire trades on the New York Stock Exchange under the symbol “BHLB.”The common stock of Brookline trades on the Nasdaq Global Select Market under the symbol “BRKL.”Following the Mergers, the common stock of the surviving corporation will be listed on the New York StockExchange under the symbol “BHLB.” Berkshire will hold a virtual annual meeting of its stockholders (the “Berkshire Annual Meeting”) onMay 21, 2025, at 10:00 a.m., Eastern time, where the Berkshire stockholders will be asked to vote on aproposal to approve the issuance of Berkshire common stock pursuant to the Merger Agreement (the“Berkshire Share Issuance Proposal”), a proposal to amend Berkshire’s Certificate of Incorporation toincrease the number of authorized shares of common stock of the surviving corporation (the “BerkshireCertificate of Incorporation Amendment Proposal”), a proposal to approve the Berkshire Hills Bancorp, Inc.2025 Stock Option and Incentive Plan (the “Berkshire Equity PlanProposal”), the election of directors, anadvisory vote on executive compensation practices, and the ratification of Crowe LLP as Berkshire’sindependent registered public accountants for 2025. The approval by Berkshire stockholders of theBerkshire Share Issuance Proposal, the Berkshire Certificate of Incorporation Amendment Proposal, and theBerkshire Equity PlanProposal are required to complete the Mergers. Brookline will hold a virtual special meeting of its stockholders (the “Brookline Special Meeting”) onMay 21, 2025, at 9:30 a.m., Eastern time, where the Brookline stockholders will be asked to vote on aproposal to adopt the Merger Agreement (the “Brookline Merger Proposal”) and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers ofBrookline in connection with the Mergers (the “Brookline Merger-Related Compensation Proposal”). Theapproval by Brookline stockholders of the Brookline Merger Proposal is required to complete the Mergers. Information about the Berkshire Annual Meeting, the Brookline Special Meeting, and the Mergers iscontained in the accompanying Joint Proxy