According to the Complaint, SI Financial Group, Inc. ("SI FI" or the "Company") is the parent holding company for Savings Institute Bank and Trust Company (the “Bank”). The Bank operates as a community-oriented financial institution offering a full range of financial services to consumers and businesses in its market area, including life insurance and annuities.
On December 11, 2018, the Company and Berkshire Hills Bancorp, Inc. ("BHBI") issued a joint press release announcing the Proposed Transaction. Pursuant to the Merger Agreement: (i) SI FI will merge with and into BHBI, with BHBI surviving the merger, and (ii) the separate corporate existence of the Company shall cease.
The Complaint alleges that on January 4, 2019, in order to convince SI FI’s public common stockholders to vote in favor of the Proposed Transaction, BHBI filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.
On May 13, 2019, Plaintiff filed an amended Complaint. The Court issued an Order consolidating cases on May 20. Plaintiff filed a consolidated amended Complaint on June 19. On June 25, the Court issued an Order appointing Lead Plaintiff and Counsel. Defendants filed a Motion to Dismiss the consolidated amended Complaint on July 26. On April 16, 2020, the Court issued an Order granting Defendants' Motion to Dismiss and dismissed the federal claims with prejudice. Lead Plaintiff filed a notice appealing the Court's Dismissal Order on May 21. The appeal was voluntarily dismissed on June 9.