Financial Advisory Assignments

Norwood Financial to buy UpState New York Bancorp in cash-and-stock deal

January 8, 2020 / Honesdale, PA¬†– Norwood Financial Corp. has agreed to buy Geneva, N.Y.-based UpState New York Bancorp Inc. in a cash-and-stock deal worth about $80 million based on Norwood’s Jan. 8 closing price of $38.93 per share.

For each share of UpState common stock held, shareholders of UpState can choose to receive either 0.9390 shares of Norwood common stock or $33.33 in cash or a combination of both. In addition, UpState may also be permitted, under certain performance conditions, to distribute at the closing of the merger a special cash dividend of up to an additional 67 cents per share to its shareholders. The deal is expected to be a tax-free exchange for shareholders of UpState receiving Norwood common stock. The transaction is expected to be about 18.0% accretive to Norwood’s earnings in 2021, the first full year of operations.

Norwood President and CEO Lewis Critelli will remain as president and CEO of the combined company. All members of Norwood’s executive management team and unit Wayne Bank will continue in their current positions.

The transaction will extend Norwood’s footprint into Ontario, Otsego and Yates counties in New York. The combined company will have about $1.7 billion in assets and 31 offices across five counties in northeastern Pennsylvania, two counties in the southern tier of New York and three counties in upstate New York.