MANSFIELD, Pa. and DOYLESTOWN, Pa., Oct. 19,
2022 /PRNewswire/ -- Citizens Financial Services,
Inc. (NASDAQ: CZFS) (the "Company" or "CZFS"), the holding company
for First Citizens Community Bank ("FCCB"), and HV Bancorp, Inc.
(NASDAQ: HVBC) ("HVBC"), the holding company for Huntingdon Valley
Bank ("HVB"), are pleased to jointly announce entry into a
definitive agreement (the "Agreement") pursuant to which HVBC will
merge with and into CZFS. Under the terms of the
Agreement, the shareholders of HVBC will have the right
to elect to receive for each share of HVBC common stock either
$30.50 in cash or 0.400 shares of
CZFS common stock, or approximately $67.4
million in the aggregate. Elections will be subject to
proration procedures whereby 80% of the shares of HVBC common stock
will be exchanged for CZFS common stock and 20% of the shares of
HVBC common stock will be exchanged for cash.
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. Travis J. Thompson, currently the Chief
Executive Officer of HVBC, and Robert J.
Marino, currently the President of HVBC, will be employed as
senior officers of FCCB.
As of June 30, 2022, HVBC had
approximately $570.6 million of total
assets, $388.3 million of net loans
and $481.5 million of deposits. Based
on financial metrics as of June 30,
2022, the combined company is expected to have over
$2.78 billion in assets, $1.96 billion in gross loans and $2.36 billion in deposits upon completion of the
transaction.
Randall Black, President and
Chief Executive Officer of CZFS, commented, "We are pleased to
announce the strategic combination of FCCB (First Citizens
Community Bank) and Huntingdon Valley Bank. Our complementary
business models and shared values make this partnership a natural
fit," said Mr. Black. "This agreement creates great excitement, and
we believe our combination will deepen our reach in providing
banking services and enhanced technological offerings across our
entire bank franchise. In addition, the expertise of the combined
organization will enable us to invest in the future, build market
share, and better serve all of our constituencies. From a broader
perspective, together with the Huntingdon
Valley team, we will leverage our combined strength to focus
on a greater future."
"We could not be happier about becoming part of FCCB and look
forward to the many benefits this strategic partnership will
provide for our customers, employees, and shareholders. As
150-year-old financial institutions, we share similar core values
and both believe deeply in community banking. We are confident that
our customers will receive the same high-quality experience from
FCCB that they have come to expect from HVB," said Travis Thompson, Chairman and Chief Executive
Officer of HVBC.
The transaction has been approved by the Boards of Directors of
both companies and is expected to be completed during the first
half of 2023, subject to regulatory approval, approval by HVBC
shareholders, and other customary closing conditions. Upon closing,
one HVBC director will join each of the Board of Directors of CZFS
and FCCB, and one HVBC director will join the Board of Directors of
FCCB.
Janney Montgomery Scott LLC acted as financial advisor to CZFS
and Hogan Lovells US LLP served as its legal counsel. The Kafafian
Group, Inc. acted as financial advisor and provided a fairness
opinion to HVBC and Luse Gorman, PC
served as its legal counsel.
About Citizens Financial Services, Inc.
Citizens Financial Services, Inc. (NASDAQ: CZFS) is a
$2.2 billion bank holding company
conducting business through First Citizens Community Bank.
First Citizens Community Bank operates 31 offices in Pennsylvania, Delaware and New
York. For more details on Citizens Financial Services, Inc.
visit: www.firstcitizensbank.com.
About HV Bancorp, Inc.
HV Bancorp, Inc. (NASDAQ: HVBC) is a bank holding company
headquartered in Doylestown, PA.
Through its wholly owned subsidiary Huntingdon Valley Bank, HVBC
primarily serves communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New
Castle County in Delaware,
and Burlington County in
New Jersey from our executive
office, seven full service bank offices and one limited service
bank office. HVBC also operates six loan production and sales
offices in its geographical footprint. For more details on HV
Bancorp, Inc., please visit: www.myhvb.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 HVBC and their
industry involve substantial risks and uncertainties. Statements
other than statements of current or historical fact, including
statements regarding CZFS' or HVBC's future financial condition,
results of operations, business plans, liquidity, cash flows,
projected costs, and the impact of any laws or regulations
applicable to CZFS or HVBC, 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.
Among 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) governmental approvals of the merger may not be
obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the
shareholders of HVBC may fail to approve the merger; (6) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(7) diversion of management's attention from ongoing business
operations and opportunities; (8) the possibility that the parties
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;
(9) such integration may be more difficult, time consuming or
costly than expected; (10) revenues following the proposed
transaction may be lower than expected; (11) CZFS's and HVBC's
success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; (12) the dilution
caused by CZFS's issuance of additional shares of its capital stock
in connection with the proposed transaction; (13) changes in
general economic conditions, including changes in market interest
rates and changes in monetary and fiscal policies of the federal
government; (14) legislative and regulatory changes; and (15)
uncertainty as to the extent of the duration, scope, and impacts of
the COVID-19 pandemic on CZFS, HVBC and the proposed
transaction. Further information about these and other relevant
risks and uncertainties may be found in CZFS' and HVBC's respective
Annual Reports on Form 10-K for the fiscal year ended December 31, 2021 and in subsequent filings with
the Securities and Exchange Commission ("SEC").
Forward-looking statements speak only as of the date they are
made. CZFS and HVBC do 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.
Additional Information and Where to Find It
In connection with the proposed transaction, CZFS expects to
file with the SEC a registration statement on Form S-4 that will
include a proxy statement of HVBC that also constitutes a
prospectus of CZFS (the "proxy statement/prospectus"), which proxy
statement/prospectus will be mailed or otherwise disseminated to
HVBC's shareholders when it becomes available. CZFS and HVBC also
plan to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CZFS, HVBC AND THE PROPOSED
TRANSACTION. You may obtain a free copy of the registration
statement, including the proxy statement/prospectus (when it
becomes available) and other relevant documents filed by CZFS and
HVBC with the SEC, without charge, at the SEC's website at
www.sec.gov. Copies of the documents filed by CZFS with the SEC
will be available free of charge on CZFS' website at
www.firstcitizensbank.com or by directing a request to Citizens
Financial Services, Inc., 15 S. Main Street, Mansfield, PA 16933, attention: Corporate
Secretary (570) 622-2121. Copies of the documents filed by HVBC
with the SEC will be available free of charge on HVBC's website at
www.myhvb.com or by directing a request to HV Bancorp, Inc., 2005
South Easton Road, Suite 304, Doylestown,
PA 18901, attention: Corporate Secretary (267) 280-4000.
No Offer
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
CZFS and HVBC and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about CZFS'
executive officers and directors in CZFS' definitive proxy
statement filed with the SEC on March 10,
2022. You can find information about HVBC's executive
officers and directors in HVBC's definitive proxy statement filed
with the SEC on April 14, 2022.
Additional information regarding the interests of such potential
participants will be included in the proxy statement/prospectus and
other relevant documents filed with the SEC when they become
available. You may obtain free copies of these documents from CZFS
or HVBC using the sources indicated above.
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SOURCE Citizens Financial Services, Inc.