Berkshire Bancorp Inc. Reports Controlling Stockholder's Acquisition of 100% of Outstanding Berkshire Bancorp Inc. Common Stock

Rhea-AI Summary

Berkshire Bancorp Inc. (OTCQB: BERK) announced that TBB Investments LLC acquired all remaining outstanding common stock of BERK following a merger, with BERK as the surviving entity. Shareholders of BERK, excluding TBB Investments, will receive $12.40 per share or may exercise appraisal rights. The merger was effective without additional authorization, as TBB Investments held over 90% of shares. The transaction is approved by the Federal Reserve Bank of New York and the New York Department of Financial Services, marking a significant shift as BERK common stock will cease to be publicly traded.

Positive

• TBB Investments now securely controls 100% of BERK's outstanding common stock.
• Shareholders receive a cash consideration of $12.40 per share, providing liquidity.

Negative

• BERK common stock will no longer be publicly traded, limiting future investment opportunities.

NEW YORK, Oct. 26, 2022 /PRNewswire/ -- Berkshire Bancorp Inc. (OTCQB: BERK) reported today that TBB Investments LLC ("TBB Investments"), an entity that beneficially owned more than 90% of the common stock of BERK and is controlled by Mr. Moses Marx, members of his family and certain family entities, acquired ownership of all remaining outstanding common stock of BERK as a result of the consummation today of a previously disclosed merger of a wholly-owned subsidiary of TBB Investments with and into BERK, with BERK as the surviving corporation. Following these transactions, BERK common stock will no longer be publicly traded.

As a result of the merger, all shares of BERK common stock outstanding immediately before the effective time of the merger were cancelled and holders of shares of BERK common stock outstanding immediately before the effective time of the merger (other than TBB Investments and its subsidiary) became entitled, upon surrender of their BERK shares (together with certain other documentation) to receive a cash payment of $12.40 per share as merger consideration. Alternatively, such holders may exercise certain appraisal rights under Delaware law. 

Persons who held shares of BERK common stock at the time of the merger will shortly receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for payment of the merger consideration. Stockholders should wait to receive the letter of transmittal before surrendering share certificates. Stockholders holding BERK shares in street name will receive the merger consideration in their brokerage or similar accounts.

Under Delaware law, no action was required by the stockholders of BERK (other than TBB Investments and its subsidiary) or the Board of Directors of BERK to authorize the merger or for the merger to become effective because, immediately before the effective time of the merger, TBB Investments and its subsidiary owned more than 90% of the issued and outstanding shares of capital stock of BERK that would have been entitled to vote on the merger.

The merger and certain related transactions were previously approved by the Federal Reserve Bank of New York and the New York Department of Financial Services.

Berkshire Bancorp Inc. is a bank holding company headquartered in New York City. Berkshire Bancorp Inc. has one banking subsidiary, The Berkshire Bank, a New York State chartered commercial bank. The Berkshire Bank has its main office and branch at 4 East 39th Street in New York City and additional branches located in Manhattan, Brooklyn and Orange County, New York and Teaneck, New Jersey.

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SOURCE Berkshire Bancorp Inc.

FAQ

What happened in the Berkshire Bancorp merger on October 26, 2022?

On October 26, 2022, TBB Investments LLC completed a merger with Berkshire Bancorp Inc., acquiring all remaining outstanding common shares.

What is the cash payment for Berkshire Bancorp shareholders after the merger?

Shareholders of Berkshire Bancorp will receive $12.40 per share as cash payment following the merger.

Will Berkshire Bancorp stock still be publicly traded after the merger?

No, following the merger, Berkshire Bancorp common stock will no longer be publicly traded.

What are the appraisal rights for Berkshire Bancorp shareholders?

Holders of Berkshire Bancorp shares have the right to exercise appraisal rights under Delaware law.

What regulatory approvals were obtained for the Berkshire Bancorp merger?

The merger was approved by the Federal Reserve Bank of New York and the New York Department of Financial Services.