An investigation for investors in Legacy Bancorp Inc. (NASDAQ:LEGC) questioning whether the offer to take over Legacy Bancorp Inc. (Public, NASDAQ:LEGC) at a value of $13.00 by Berkshire Hills Bancorp, Inc and the sale process are unfair to Legacy Bancorp (LEGC) investors was announced.

The investigation by a law firm concerns whether certain officers and directors at Legacy Bancorp Inc. breached their fiduciary duty owed to the shareholders of Legacy Bancorp Inc. (NASDAQ:LEGC) arising out of their attempt to sell Legacy Bancorp to Berkshire Hills Bancorp, Inc

On Tuesday, Dec. 21 Legacy Bancorp, Inc. (Nasdaq: LEGC) and Berkshire Hills Bancorp, Inc. (Nasdaq: BHLB) announced that they have signed a merger agreement under which Berkshire Hills Bancorp, Inc.will acquire Legacy Legacy Bancorp, Inc and its subsidiary, Legacy Banks, in a transaction valued at approximately $108 million.

Under the terms of the merger agreement, each outstanding share of Legacy Bancorp, Inc. (Nasdaq: LEGC) common stock will be exchanged for 0.56385 Berkshire Hills Bancorp, Inc. (Nasdaq: BHLB) common shares plus $1.30 in cash. Based on the $20.75 average closing price of Berkshire's stock for the ten day period ending December 15, 2010 the merger values Legacy Bancorp, Inc. (Nasdaq: LEGC) common stock at $13.00 per LEGC share.
Legacy Bancorp, Inc. said the $13.00 per share value represents 110% of Legacy Bancorp's tangible book value per share and a 1.0% premium to core deposits based on financial information as of September 30, 2010.

But Legacy Bancorp Inc. shares (LEGC) increased in response to the buyout announcement from $8.59 on Tuesday to $13.14 per share on Wednesday, Dec. 22, 2010, thus above the current offer.
Therefore the investigation concerns whether Legacy Bancorp Inc. and certain of its officers and directors breached their fiduciary duties owed to Legacy Bancorp Inc. (NASDAQ:LEGC) investors by failing to undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Legacy Bancorp (EGC) and by agreeing to an offer that undervalues Legacy Bancorp Inc. A potential class action lawsuit would seek to maximize the amount of money and information LEGC shareholders would receive in a buyout, so the law firm.

Further the investigation focuses on whether the Legacy Bancorp Inc and its board of directors breached their fiduciary duties to Legacy Bancorp Inc. (LEGC) shareholder by failing to adequately shop the Company before entering into any transaction.