Citizens Financial Services, Inc. and HV Bancorp, Inc. Sign Definitive Merger Agreement
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. 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 the Board of Directors of CZFS.
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.
The Kafafian Group, Inc. acted as financial advisor and provided a fairness opinion to HVBC and Luse Gorman, PC served as its legal counsel.