form8k-101220_ubnk.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) May 26, 2009
UNITED FINANCIAL BANCORP,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Maryland
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000-52947
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74-3242562
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(State
or Other Jurisdiction
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(Commission
File No.)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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95 Elm Street, West
Springfield, Massachusetts
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01089
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (413)
787-1700
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
ý Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other
Events.
United
Financial Bancorp, Inc. (“United”) announced on May 26, 2009, that it has
delivered a second Superior Proposal letter to the Board of Directors of CNB
Financial Corp. (“CNB”) to acquire CNB and its subsidiary Commonwealth National
Bank, headquartered in Worcester, MA for $10.25 per share, an increase of $.25
per share from United’s previous offer dated May 12, 2009. The
remaining terms of the initial proposal submitted to CNB remain in effect,
except that the revised proposal will expire at noon on June 1,
2009. Under the terms of the revised proposal, the transaction would
be valued at approximately $23.4 million in the aggregate based on 2,283,208 CNB
shares outstanding. United’s letter outlines the reasons why the
Company’s offer remains superior to the enhanced Berkshire Hills proposal and
also addresses several issues raised in the joint press release
issued by CNB and Berkshire Hills on May 21, 2009.
A copy of
United’s Press Release and letter are attached to this Current Report on Form
8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated
herein by reference. The description of the letter and the transactions
contemplated thereby are not complete and are qualified in their entirety by
reference to the letter.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit
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Description
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Exhibit 99.1
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Press
Release, dated May 26, 2009, entitled “United Financial Bancorp, Inc.
Increases Offer to $10.25 per share to Acquire CNB Financial Corp. of
Worcester, MA.”
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Exhibit
99.2
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Letter
to CNB Financial Corp. dated May 26,
2009.
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EXHIBIT INDEX
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Exhibit
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Description
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Exhibit 99.1
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Press
Release, dated May 26, 2009, entitled “United Financial Bancorp, Inc.
Increases Offer to $10.25 per share to Acquire CNB Financial Corp. of
Worcester, MA.”
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Exhibit
99.2
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Letter
to CNB Financial Corp. dated May 26,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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UNITED
FINANCIAL BANCORP, INC.
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DATE: May
27, 2009
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By:
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/s/
Richard B. Collins
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Richard
B. Collins
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President
and Chief Executive Officer
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