November 18, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Hampden Bancorp, Inc. (NASDAQ:HBNK), was announced concerning whether the takeover of Hampden Bancorp, Inc. by Berkshire Hills Bancorp is unfair to NASDAQ:HBNK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Hampden Bancorp, Inc. breached their fiduciary duties owed to NASDAQ:HBNK investors in connection with the proposed acquisition.
On November 11, 2014, Berkshire Hills Bancorp, Inc. (NYSE:BHLB) and Hampden Bancorp, Inc. (NASDAQ:HBNK) announced that they have signed a definitive merger agreement under which Berkshire will acquire Hampden and its subsidiary, Hampden Bank, in an all-stock transaction valued at approximately $109 million. Under the terms of the merger agreement, each outstanding share of Hampden Bancorp, Inc. (NASDAQ:HBNK) common stock will be exchanged for 0.81 shares of Berkshire Hills common stock. The merger is valued at $20.53 per share of Hampden Bancorp, Inc. (NASDAQ:HBNK) common stock based on the $25.35 average closing price of Berkshire's stock for the five day period ending November 3, 2014.
However, the investigation concerns whether the offer is unfair to NASDAQ:HBNK stockholders. More specifically, the investigation concerns whether the Hampden Bancorp Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Hampden Bancorp, Inc. reported that its Net income increased from $2.97 million for the 12 months period that ended on June 30, 2013 to $4.51 million for the 12 months period that ended on June 30, 2014. Shares of Hampden Bancorp, Inc. (NASDAQ:HBNK) grew from $9.33 per share in June 2010 to as high as $18 per share in October 2013.