Mifflinburg Bancorp, Inc. and Northumberland Bancorp Announce Strategic Merger of Equals
Mifflinburg, PA and Northumberland, PA, September 25, 2024 – Mifflinburg Bancorp, Inc. (OTCPK:MIFF) and Northumberland Bancorp (OTCPK:NUBC) jointly announced today the signing of a definitive merger agreement to combine the two companies in a strategic merger of equals. The combined company would have approximately $1.3 billion in total assets, $1.1 billion of total deposits, $850 million in total loans, and $93 million of combined shareholders’ equity based upon reported year end December 31, 2023 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 Susquehanna Valley PA market. Northumberland Bancorp will merge with and into Mifflinburg Bancorp, and Northumberland’s subsidiary bank, The Northumberland National Bank (“Norry Bank”) will merge with and into Mifflinburg Bank and Trust Company (“Mifflinburg Bank”), Mifflinburg’s banking subsidiary. Mifflinburg Bancorp will be renamed Steele Bancorp, Inc. Mifflinburg Bank will be rebranded to a more suitable name, more reflective of the combined financial institution, and jointly determined by the parties. The combined company will achieve efficient staff levels through early retirement and severance package offerings to existing Mifflinburg Bank and Norry Bank employees, as well as the natural attrition of the workforce.
In this all-stock transaction with a total deal value of $34.2 million (calculated on the basis of Mifflinburg’s closing price as of September 24, 2024), Northumberland Bancorp common shareholders will receive a fixed exchange ratio of 1.1850 shares of Mifflinburg for each Northumberland 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, Northumberland shareholders are expected to own approximately 46% of the combined company. The Boards of Directors of the combined company and combined bank will consist of six members from Mifflinburg and six from Northumberland. Donald J. Steele, Jr., currently Chairman of the Boards of Directors of Northumberland Bancorp and Norry Bank, will become Chairman of the Boards of Directors of the post-merger Steele Bancorp, Inc. and the post-merger Mifflinburg Bank. Richard J. Drzewiecki, currently Chairman of the Boards of Directors of Mifflinburg and Mifflinburg Bank will become Vice Chairman of the Boards of Directors of the post-merger Steele Bancorp, Inc. and the post-merger Mifflinburg Bank.
The merger agreement was unanimously approved by the boards of directors of both companies. The combination is expected to be completed in the first or second quarter of 2025, subject to approval by Northumberland’s 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 Mifflinburg Bancorp, Inc., with Stevens & Lee serving as its legal counsel.