Berkshire Bancorp Inc. Reports Receipt of Bank Regulators' Approvals for Potential Acquisition by Controlling Stockholder of 100% of Outstanding Berkshire Bancorp Common Stock

Rhea-AI Summary

Berkshire Bancorp Inc. (OTCQB: BERK) has received approval from the New York State Department of Financial Services for TBB Investments LLC to acquire 100% of its outstanding common stock. This follows prior approval from the Federal Reserve Bank of New York. TBB Investments, which holds over 90% of BERK's shares, has not yet decided whether to proceed with the acquisition. If completed, existing shareholders of BERK not part of TBB Investments would receive a cash payment or could exercise appraisal rights under Delaware law, leading to potential delisting of BERK shares.

Positive

• None.

Negative

• Potential acquisition could lead to the delisting of BERK shares.
• Uncertainty as TBB Investments has not determined if they will proceed with the acquisition.

NEW YORK, Sept. 12, 2022 /PRNewswire/ -- Berkshire Bancorp Inc. (OTCQB: BERK) reported today that the New York State Department of Financial Services has approved the previously disclosed application submitted by TBB Investments LLC ("TBB Investments"), an entity formed by certain individuals and entities that collectively own more than 90% of the common stock of BERK, to acquire ownership of 100% of the outstanding common stock of BERK through a merger of a wholly-owned subsidiary of TBB Investments with and into BERK.  The potential acquisition had previously been approved by the Federal Reserve Bank of New York and the approval by New York's Department of Financial Services was the last remaining regulatory approval needed to allow TBB Investments to proceed with the potential transaction.

Prompt public notice will be given if the potential transaction occurs.  BERK has been informed that TBB Investments has not yet determined whether to proceed with the acquisition of the remaining BERK shares, but that the determination will be made shortly.  Under Delaware law, no action would be required by the Board of Directors of BERK or the stockholders of BERK (other than TBB Investments) to authorize TBB Investments' acquisition of 100% of the outstanding common stock of BERK.

If the transaction occurs, it is anticipated that the holders of BERK common stock outstanding immediately prior to the transaction, other than TBB Investments and its subsidiary, would become entitled, subject to surrender of their BERK shares (together with certain other required documentation), to receive, as merger consideration, a cash payment for their shares in an amount to be determined by TBB Investments based on advice of its independent financial advisor.  Alternatively, such holders would be entitled to exercise certain appraisal rights under Delaware law.  It is expected that following any such transaction, the BERK common stock would no longer be publicly traded

Berkshire Bancorp Inc. is a bank holding company headquartered in New York City.  Berkshire Bancorp 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 is the purpose of TBB Investments acquiring Berkshire Bancorp?

The acquisition aims to consolidate ownership of Berkshire Bancorp, allowing TBB Investments to gain full control over the company.

When did the New York State Department of Financial Services approve TBB Investments' acquisition of Berkshire Bancorp?

The approval was granted on September 12, 2022.

What will happen to Berkshire Bancorp shares if the acquisition occurs?

If the acquisition takes place, existing shareholders, excluding TBB Investments, may receive a cash payment or can opt for appraisal rights under Delaware law.

What are the implications of the acquisition on Berkshire Bancorp's stock trading?

Following the acquisition, it is expected that Berkshire Bancorp shares will no longer be publicly traded.