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Actionable news in WFD: Westfield Financial, Inc.,

Entry into a Material Definitive

On April 4, 2016, Westfield Financial, Inc. (the Company or Westfield), the holding company for Westfield Bank, and Chicopee Bancorp, Inc. (Chicopee), the holding company for Chicopee Savings Bank, jointly announced the signing of a definitive merger agreement whereby Chicopee will merge with and into the Company (the Merger Agreement).

Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, Chicopee will be merged with and into the Company (the Merger), with the Company surviving. Thereafter, pursuant to the terms of the plan of bank merger to be entered into by Westfield Bank and Chicopee Savings Bank, Chicopee Savings Bank will be merged with and into Westfield Bank, with Westfield B ank surviving.

Under the terms of the Merger Agreement, each outstanding share of Chicopee common stock will be converted into the right to receive 2.425 shares of the Companys common stock.

The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of the Company and Chicopee, respectively, and is expected to close in the fourth quarter of 2016. In connection with the proposed Merger, James C. Hagan will remain President and CEO of the combined company and Donald A. Williams will remain Chairman of the board of directors. William J. Wagner, Chairman, President and CEO of Chicopee, will join the executive management team of the Company, and will become Vice Chairman of the board of directors. In addition, four other Chicopee directors, who will be named prior to the effective time of the Merger, will be appointed to the Companys board of directors. Following the effective time of the Merger, the Company will be renamed Western New England Bancorp with the Nasdaq trading symbol WNEB and the combined bank will do business under the Westfield Bank name.

In connection with the Merger Agreement, the Company and Westfield Bank entered into Employment Agreements with each of William J. Wagner and Darlene Libiszewski, which will be effective upon the closing of the Merger. Additionally, concurrently with entering into the Merger Agreement, the Company entered into Voting Agreements with Chicopees executive officers and directors pursuant to which such shareholders agreed to vote their Chicopee shares in favor of the Merger.

If the Merger is not consummated under specified circumstances, Chicopee may be required to pay the Company a termination fee of $4 million or up to $750,000 in expenses.

The Merger Agreement also contains customary representations and warranties that the Company and Chicopee made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and Chicopee, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties may have been used to allocate risk between the Company and...


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