MANSFIELD, Pa. ,
June 16,
2023 /PRNewswire/ -- Citizens Financial Services,
Inc. (NASDAQ: CZFS) (the "Company" or "CZFS"), the holding company
for First Citizens Community Bank ("FCCB"), completed its merger
with HV Bancorp, Inc. (NASDAQ: HVBC) and FCCB completed its merger
with HVBC's subsidiary bank, Huntingdon Valley Bank ("HVB"). Under
the terms of the merger agreement, HVBC merged with and into
CZFS with CZFS as the surviving corporation and HVB merged with and
into FCCB with FCCB as the surviving institution.
This strategically compelling merger is expected to enhance and
expand CZFS's presence in communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New
Castle County in Delaware,
and Burlington County in
New Jersey.
"With this merger, we aim to provide an even more robust and
comprehensive range of financial services and products to our
customers," noted Randall E. Black,
President & CEO of FCCB. "By leveraging the synergies between
our institutions, we will enhance our capabilities, expand our
reach, and deliver the superior banking experience for which we are
known to customers in and around the Philadelphia market."
In connection with the closing of the merger, Robert J. Marino, the former President of HVBC,
will join the combined company as a member of the board of
directors of each of CZFS and FCCB and in the role of Chief Revenue
Officer and Senior Executive Vice President of FCCB. John D. Behm, a former director of HVBC, was
also appointed to the board of directors of FCCB.
Under the terms of the merger agreement, at the effective
time of the merger, each share of HVBC common stock was converted
into the right to receive, subject to the election of the holder,
either (x) $30.50 in cash or (y)
0.4040 shares of CZFS common stock (as adjusted for a stock
dividend), with cash payable in lieu of any fractional shares.
Elections were subject to proration procedures whereby at least 80%
of shares of HVBC common stock will be exchanged for shares of CZFS
common stock. As a result of the elections, former HVBC
shareholders received an aggregate of approximately 723,068 shares
of CZFS common stock and an aggregate of approximately $13.65 million in cash.
About Citizens Financial Services, Inc.
Citizens Financial Services, Inc. (NASDAQ: CZFS) is a
$2.3 billion bank holding company
conducting business through First Citizens Community Bank.
First Citizens Community Bank operates 33 offices in Pennsylvania, Delaware and New
York. For more details on Citizens Financial Services, Inc.
visit: www.firstcitizensbank.com.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements about CZFS and its industry involve
substantial risks and uncertainties. Statements other than
statements of current or historical fact, including statements
regarding CZFS' future financial condition, results of operations,
business plans, liquidity, cash flows, projected costs, and the
impact of any laws or regulations applicable to CZFS, are
forward-looking statements. Words such as "anticipates,"
"believes," "estimates," "expects," "forecasts," "intends,"
"plans," "projects," "may," "will," "should" and other similar
expressions are intended to identify these forward-looking
statements. Such statements are subject to factors that could cause
actual results to differ materially from anticipated results.
The risks and uncertainties that could cause actual results to
differ from those described in the forward-looking statements
include, but are not limited to, the following: (1) the businesses
of CZFS and HVBC may not be combined successfully, or such
combination may take longer to accomplish than expected; (2) the
cost savings from the merger may not be fully realized or may take
longer to realize than expected; (3) operating costs, customer loss
and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than
expected; (4) the possibility that CZFS may be unable to achieve
expected synergies and operating efficiencies in the merger within
the expected timeframes or at all and to successfully integrate
HVBC's operations and those of CZFS; (5) such integration may be
more difficult, time consuming or costly than expected; (6)
revenues following the merger may be lower than expected; (7) the
dilution caused by CZFS's issuance of additional shares of its
capital stock in connection with the merger; (8) changes in general
economic conditions, including changes in market interest rates and
changes in monetary and fiscal policies of the federal government;
and (9) legislative and regulatory changes. Further information
about these and other relevant risks and uncertainties may be found
in CZFS' Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, and in subsequent
filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are
made. CZFS does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. You are cautioned not to place
undue reliance on these forward-looking statements.
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SOURCE Citizens Financial Services, Inc.