Financial Advisory Assignments

CCFNB Bancorp, Inc. and Muncy Bank Financial, Inc. Announce Strategic Merger of Equals

Bloomsburg, PA and Muncy, PA, April 18, 2023 – CCFNB Bancorp, Inc. (OTCPK: CCFN) and Muncy Bank Financial, Inc. (OTCQB: MYBF) today jointly announced the signing of a definitive merger agreement to combine the two companies in a strategic merger of equals. The combined company would have approximately $1.6 billion in total assets, $1.2 billion of total deposits, $993 million in total loans, and $144 million of combined shareholders’ equity based upon reported year end December 31, 2022 financial statements.

This strategic combination of high performing Central Pennsylvania community banks will create a premier financial institution with greater scale, operating leverage, and resources to compete in the highly competitive Central PA market. Muncy Bank Financial will merge with and into CCFNB Bancorp, and Muncy’s subsidiary bank, The Muncy Bank and Trust Company (“MBT”), will merge with and into First Columbia Bank & Trust Co. (“First Columbia”), CCFNB’s banking subsidiary. The combined bank will be renamed Muncy Columbia Bank to represent the storied histories of both financial institutions.

In this all-stock transaction with a total deal value of $65.6 million (calculated on the basis of the average closing price per share on the trading days within the 30 consecutive trading days ending April 17, 2023 on which one hundred or more shares of CCFNB common stock traded), Muncy Bank Financial, Inc. common shareholders will receive a fixed exchange ratio of 0.9259 shares of CCFNB for each Muncy share they own. The transaction is expected to qualify as a tax-free reorganization (except to the extent of cash received for fractional shares). At the close, Muncy shareholders are expected to own approximately 42% of the proforma CCFNB. The Boards of Directors of the proforma CCFNB and Muncy Columbia Bank will consist of eight members from CCFNB and six from Muncy. Concurrent with the transaction, the proforma CCFNB will also become a registrant under the Securities Exchange Act of 1934. The registration of the proforma CCFNB’s shares is expected to provide greater liquidity and a deeper market through which to buy or sell shares of the proforma CCFNB.

The merger agreement was unanimously approved by the boards of directors of both companies. The combination is expected to be completed in the fourth quarter of 2023, subject to approval of both companies’ shareholders, regulatory approvals, and other customary closing conditions. Customers of both institutions will continue to receive the extraordinary service and customer experience they have been accustomed to.

The Kafafian Group, Inc. is acting as financial advisor and provided a fairness opinion to CCFNB Bancorp, Inc. with Stevens & Lee serving as legal counsel to CCFNB Bancorp, Inc.