Berkshire Hills Bancorp, Inc. (NYSE:BHLB) (‘BHLB’) entered into an agreement and a plan of merger to acquire Commerce Bancshares Corp. (‘Commerce’) from David G. Massad and other shareholders for approximately $210 million on May 22, 2017. Under the terms of all-stock transaction, each outstanding share of Commerce common stock will be converted into the right to receive 0.93 shares of BHLB common stock; provided, however, any Commerce stockholder, either individually or aggregated pursuant to 12 C.F.R. 225.41 of Regulation Y, who would exceed 9.9% of the then-outstanding BHLB common stock as of the closing of the merger will receive 0.465 shares of Series B Non-Voting Company Preferred Stock for each share of Commerce common stock in excess of the 9.9% limitation. Each Commerce phantom stock award, will receive an amount in cash determined by multiplying the excess of $34.00 less the applicable per share exercise price of that Commerce phantom stock award by the number of shares of Commerce common stock subject to that Commerce phantom stock award. BHLB will issue approximately 4.8 million shares of its common stock and approximately 0.5 million shares of Series B non-voting preferred stock. Upon closing, BHLB will own 86% while Commerce will own 14% of the combined entity. Berkshire Hills Bancorp has completed a follow-on equity offering in the amount of $160 million. The proceeds from offering will be used for acquisition of Commerce among other purposes. Following the completion, Commerce will merge with and into BHLB. Commerce’s wholly-owned subsidiary, Commerce Bank & Trust Company will merge with and into Berkshire Bank, BHLB’s wholly-owned subsidiary. In case of termination, Commerce has agreed to pay BHLB a termination fee of $8.6 million while BHLB has agreed to pay Commerce a termination fee of $4.3 million under certain circumstances. Following the closing of the merger, BHLB and Berkshire Bank will appoint Pamela Massad and David Brunelle, who each currently serve on the Commerce Board of Directors, to the Boards of Directors of BHLB and Berkshire Bank. In addition, Commerce Bank's Chief Executive Officer, Brian W. Thompson, along with Chief Operating Officer, Michael J. Crawford, will serve as advisors to Berkshire and liaisons to the local community. Key senior executives from Commerce Bank will remain with Berkshire Bank in continuing leadership roles. Berkshire Hills is to move its corporate headquarters to Boston. The transaction is subject to customary closing conditions including the receipt of regulatory approvals principally, the Federal Deposit Insurance Corporation, the Massachusetts Division of Banks and the Board of Governors of the Federal Reserve System, approval by the stockholders of Commerce, effectiveness of registration statement, listing approval of new shares, execution of shareholder agreement and limitation on the rights of dissenters, execution of non solicitation agreement. The transaction has been unanimously approved by the Board of Directors of both companies. The acquisition is expected to close within six to nine months and is anticipated to be 4-5% accretive to BHLB's earnings per share in 2018. As on July 20, 2017, it is expected the transaction will be completed as early as mid-October 2017. As on October 3,2017 the transaction is expected to close on or about October 13, 2017. Pamela A. Massad of Fletcher, Tilton & Whipple. P.C. acted as legal advisor to David G. Massad and Commerce. Michael K. Krebs, Joshua Gray of Nutter McClennen & Fish LLP acted as lead legal advisor for Commerce which also included Mike Mooney, Erin Anderman, Adam Ghander, Elizabeth Norman, Crescent Moran Chasteen, Meghan Kelly, Erin Whitney and Jessica Alfano Powell. Mary Anne Callahan, Jimmy Dunne III and Alex Bondroff of Sandler O'Neill + Partners, L.P. acted as financial advisors and fairness opinion provider to Commerce and will receive 1% of the aggregate purchase price, which fee at the time of announcement was approximately $2.1 million. Sandler O’Neill also received a fee of? $600,000 for rendering its opinion, which fairness opinion fee will be credited in full towards the fee becoming due and payable to Sandler O’Neill on the day of closing of the merger. Sandler O’Neill’s transaction fee is contingent upon consummation of the merger. Sandler O’Neill also received a fee of $600,000 for rendering its opinion. Lawrence Spaccasi, Marc Levy of Luse Lehman Gorman Pomerenk & Schick acted as legal advisors and J.P. Morgan Securities LLC acted as financial advisor to BHLB. Lee Meyerson and Sebastian Tiller of Simpson Thacher & Bartlett LLP represented J.P. Morgan Securities LLC as financial advisor to BHLB in the transaction. Wm. Gordon Prescott of BHLB acted as legal advisor to BHLB. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as transfer agent and registrar for Berkshire Hills Bancorp.