Citizens Financial Services, Inc. Announces Receipt of Regulatory Approvals for the Acquisition of HV Bancorp, Inc.

Rhea-AI Summary

Citizens Financial Services, Inc. (NASDAQ: CZFS) announced it has gained necessary regulatory approvals from the Pennsylvania Department of Banking and Securities and the Federal Reserve for its acquisition of HV Bancorp, Inc. (HVBC). The transaction is expected to close on June 16, 2023, pending customary conditions. Shareholders of HVBC will receive election materials during the week of May 8, 2023, allowing them to select their form of consideration. Citizens Financial, a bank holding company with $2.3 billion in assets, operates through First Citizens Community Bank, which has 33 offices across Pennsylvania, Delaware, and New York. This strategic acquisition aims to enhance market presence and improve operational efficiencies.

Positive

• Regulatory approvals obtained for acquisition, ensuring compliance and facilitating the merger process.
• Strategic acquisition of HV Bancorp is expected to enhance market share and operational efficiencies.
• Potential for revenue growth from expanded customer base post-acquisition.

Negative

• Integration challenges potentially leading to higher costs and delays in realizing synergies.
• Possible dilution of shares due to CZFS issuing additional stock in connection with the transaction.

MANSFIELD, Pa., April 10, 2023 /PRNewswire/ -- Citizens Financial Services, Inc. (NASDAQ: CZFS) (the "Company" or "CZFS") announced today that it has received the requisite regulatory approvals and waivers from the Pennsylvania Department of Banking and Securities and the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Philadelphia necessary to complete its acquisition of HV Bancorp, Inc. ("HVBC"). CZFS and HVBC anticipate closing the transaction on June 16, 2023, subject to the satisfaction of customary closing conditions. CZFS and HVBC anticipate mailing election materials to shareholders of HVBC during the week of May 8, 2023, pursuant to which such shareholders may elect, subject to the terms of the merger agreement, the form of consideration that they wish to receive in the pending transaction.

About Citizens Financial Services, Inc.

Citizens Financial Services, Inc. (NASDAQ: CZFS) is a $2.3 billion bank holding company conducting business through First Citizens Community Bank.  First Citizens Community Bank operates 33 offices in Pennsylvania, Delaware and New York. For more details on Citizens Financial Services, Inc. visit: www.firstcitizensbank.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) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management's attention from ongoing business operations and opportunities; (6) 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; (7) such integration may be more difficult, time consuming or costly than expected; (8) revenues following the proposed transaction may be lower than expected; (9) CZFS's and HVBC's success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (10) the dilution caused by CZFS's issuance of additional shares of its capital stock in connection with the proposed transaction; (11) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; (12) legislative and regulatory changes; and (13) 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 Annual Reports on Form 10-K for the fiscal year ended December 31, 2022 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 has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of HVBC that also constitutes a prospectus of CZFS (the "proxy statement/prospectus"), which proxy statement/prospectus was mailed or otherwise disseminated to HVBC's shareholders on or about January 5, 2023. CZFS and HVBC may also 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 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 CONTAIN, OR 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 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.

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.

Citizens Financial Services, Inc.

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SOURCE Citizens Financial Services, Inc.

FAQ

What recent approval did Citizens Financial Services, Inc. receive for its acquisition of HV Bancorp?

Citizens Financial Services received regulatory approvals from the Pennsylvania Department of Banking and Securities and the Federal Reserve for its acquisition of HV Bancorp.

When is the anticipated closing date for the acquisition of HV Bancorp by Citizens Financial Services?

The acquisition is expected to close on June 16, 2023.

What should HV Bancorp shareholders expect regarding their election materials?

HV Bancorp shareholders can expect to receive election materials during the week of May 8, 2023, to choose their form of consideration for the merger.

What are the potential risks associated with the acquisition of HV Bancorp by Citizens Financial Services?

Potential risks include integration challenges, higher operating costs, and possible dilution from issuing additional shares.

How does the acquisition of HV Bancorp align with the strategy of Citizens Financial Services?

The acquisition aligns with Citizens Financial's strategy to enhance market presence and achieve operational efficiencies.