As previously announced,
SI Financial Group, Inc. (“SI Financial”) and Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which SI Financial will merge with
and into Berkshire Hills Bancorp (the “Merger”). Immediately following the Merger, Savings Institute Bank and Trust
Company will merge with and into Berkshire Bank (the “Bank Merger”). On February 26, 2019, SI Financial (SEC File No.
000-54241) filed a definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”), with the Securities and
Exchange Commission in connection with the Merger, which was first mailed to SI Financial stockholders on February 26, 2019.
On March 5, 2019, one
purported SI Financial stockholder filed a putative class action lawsuit against SI Financial and the members of the SI Financial
board of directors in the United States District Court for the District of Connecticut, captioned Bushanksy v. SI Financial Group,
Inc. et al., Case No. 3:19-cv-00321. The plaintiff, on behalf of himself and similarly-situated SI Financial stockholders, generally
alleges that the Proxy Statement/Prospectus contains material misstatements and omissions in violation of Section 14(a) and Section
20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, rescission of the Merger
or rescissory damages (if the Merger is consummated), declaratory relief, and an award of attorneys’ fees and expenses.
In addition, on March
5, 2019, one purported SI Financial stockholder filed a putative class action lawsuit against SI Financial and the members of the
SI Financial board of directors in the United States District Court for the Southern District of New York, captioned Raul v. SI
Financial Group, Inc. et al., Case No. 1:19-cv-02038. The plaintiff generally alleges that the Proxy Statement/Prospectus contains
material and misleading statements or material misrepresentations or omissions in violation of Section 14(a) and Section 20(a)
of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, a direction
that SI Financial and the SI Financial board of directors disseminate a corrective amendment to the Proxy Statement/Prospectus,
and an award of attorneys’ fees and expenses.
Additional Information and Where to Find It
In connection with
the proposed merger, Berkshire Hills Bancorp has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 (File No. 333-229506) (the “Registration Statement”) that includes a Proxy Statement of SI Financial
and a Prospectus of Berkshire Hills Bancorp, and each of SI Financial and Berkshire Hills Bancorp may file with the SEC other relevant
documents concerning the proposed merger. The definitive proxy statement/prospectus was first mailed to stockholders of SI Financial
on or about February 26, 2019.
Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus
regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information.
Copies of the Registration
Statement and Proxy Statement/Prospectus and the filings that will be incorporated by reference therein, as well as other filings
containing information about SI Financial and Berkshire Hills Bancorp, when they become available, may be obtained at the SEC’s
Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Berkshire Hills Bancorp
at www.berkshirebank.com under the tab “Investor Relations” or from SI Financial at www.mysifi.com.
SI Financial and Berkshire
Hills Bancorp and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of SI Financial in connection with the proposed merger. Information about the directors and executive
officers of SI Financial is set forth in the proxy statement for the SI Financial 2018 annual meeting of stockholders, as filed
with the SEC on Schedule 14A on March 29, 2018. Information about the directors and executive officers of Berkshire Hills Bancorp
is set forth in the proxy statement for the Berkshire Hills Bancorp 2018 annual meeting of stockholders, as filed with the SEC
on Schedule 14A on April 6, 2018. Additional information regarding the interests of those participants and other persons who may
be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise,
may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed merger to be filed
with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
Certain statements
contained in this Current Report on Form 8-K that are not statements of historical fact constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements
are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in
press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and
constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not
limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of
dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those
of our management or Board of Directors, including those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,”
“expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Forward-looking statements involve risks
and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual
results to differ from those discussed in the forward-looking statements include, but are not limited to: the businesses of SI
Financial and Berkshire Hills Bancorp may not be combined successfully, or such combination may take longer to accomplish than
expected; the cost savings from the Merger may not be fully realized or may take longer to realize than expected; operating costs,
customer loss and business disruption following the Merger, including adverse effects on relationships with employees, may be greater
than expected; governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection
with governmental approvals of the Merger; the stockholders of SI Financial may fail to approve the merger; adverse local, regional,
national and international economic conditions and the impact they may have on us and our customers and our assessment of that
impact; changes in the level of non-performing assets and charge-offs; changes in estimates of future reserve requirements based
upon the periodic review thereof under relevant regulatory and accounting requirements; the effects of and changes in trade and
monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; inflation, interest rate,
securities market and monetary fluctuations; political instability; acts of war or terrorism; the timely development and acceptance
of new products and services and perceived overall value of these products and services by users; changes in consumer spending,
borrowings and savings habits; changes in the financial performance and/or condition of our borrowers; technological changes; acquisitions
and integration of acquired businesses; the ability to increase market share and control expenses; changes in the competitive environment
among financial holding companies and other financial service providers; the quality and composition of our loan or investment
portfolio; the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities
and insurance) with which we and our subsidiaries must comply; the effect of changes in accounting policies and practices, as may
be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards
Board and other accounting standard setters; changes in our organization, compensation and benefit plans; the costs and effects
of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries
and the results of regulatory examinations or reviews; greater than expected costs or difficulties related to the opening of new
branch offices or the integration of new products and lines of business, or both; and/or our success at managing the risk involved
in the foregoing items.