공시 • Jun 18
Citizens Financial Services, Inc. (NasdaqCM:CZFS) completed the acquisition of HV Bancorp, Inc. (NasdaqCM:HVBC) from a group of shareholders.
Citizens Financial Services, Inc. (NasdaqCM:CZFS) signed the non-binding indication of interest to acquire HV Bancorp, Inc. (NasdaqCM:HVBC) from a group of shareholders on July 9, 2022. Citizens Financial Services, Inc. entered into a definitive agreement to acquire HV Bancorp, Inc. from a group of shareholders for $63.8 million on October 18, 2022. The Merger Agreement provides that shareholders of HVBC will have the right to elect to receive, for each share of HVBC common stock, either (x) $30.50 in cash or (y) 0.4000 shares of Company common stock. Elections will be subject to proration procedures whereby 80% of the shares of HVBC common stock will be exchanged for Company common stock and 20% of the shares of HVBC common stock will be exchanged for cash. As of June 9, 2023, Citizens Financial Services announced today that the exchange ratio for the pending merger has been finalized at 0.4040 shares of CZFS stock for each share of HVBC stock. The original exchange ratio has been adjusted from 0.4000 shares of CZFS stock for each share of HVBC stock to 0.4040 shares of CZFS stock for each share of HVBC stock to reflect the 1% stock dividend declared on May 30, 2023 by CZFS and payable on June 30, 2023. As closing of the merger is not expected to occur until June 16, 2023, the exchange ratio has been adjusted to 0.4040 shares of Citizens common stock for each share of HVBC common stock. Following the merger, Huntingdon Valley Bank will merge with and into First Citizens Community Bank (FCCB), with FCCB remaining as the surviving bank. Upon closing, one HVBC director will join each of the Board of Directors of CZFS and FCCB, subsidiary of CZFS and one HVBC director will join the Board of Directors of FCCB. Following the Merger, Travis J. Thompson, currently the Chairman and Chief Executive Officer of HVBC, and Robert J. Marino, currently the President of HVBC, will be employed as senior officers of FCCB. If the Merger is not consummated under specified circumstances, HVBC may be required to pay CZFS a termination fee of approximately $2.7 million. As per amended filing, If the merger is not consummated under certain circumstances, HVBC has agreed to pay Citizens, a termination fee of $2.7 million. As of March 9, 2023 HVBC has agreed to pay Citizens, a termination fee of $2.8 million.The merger is subject to customary closing conditions, including (1) the receipt of regulatory approvals, (2) the approval of the Merger by the shareholders of HVBC, (3) the effectiveness of the registration statement on Form S-4 for the Company common stock issued in the Merger, (4) the approval for listing on Nasdaq for the Company common stock to be issued in the Merger, and (5) the absence of any order, decree or injunction preventing the completion of the Merger. Transaction is also subject to the receipt of regulatory approvals from the Board of Governors of the Federal Reserve System and the Pennsylvania Department of Banking and Securities. The transaction has been approved by the Boards of Directors of CZFS and HVBC. The special meeting of HVBC shareholders is scheduled on February 15, 2023. HV Bancorp’s shareholders approved the merger on February 15, 2023. On March 24, 2023, the Pennsylvania Department of Banking and Securities approved the merger and the Bank merger. On March 30, 2023, the Board of Governors of the Federal Reserve System approved the bank merger and waived the application for the merger. The completion of the merger remains subject to customary closing conditions. As of April 10, 2023, Citizens Financial Services, Inc. received the requisite regulatory approvals and waivers from the Federal Reserve Bank of Philadelphia necessary to complete its acquisition of HV Bancorp, Inc. As of May 9, 2023, Citizens Financial Services, Inc. and HV Bancorp, Inc. announced the deadline for shareholders of HVBC to elect the form of consideration that they wish to receive in HVBC's pending merger with CZFS. The transaction is expected to be completed during the first half of 2023. CZFS and HVBC anticipate closing the transaction on June 16, 2023, subject to the satisfaction of customary closing conditions.Janney Montgomery Scott LLC acted as financial advisor to CZFS and Richard A. Schaberg and Les B. Reese of Hogan Lovells US LLP served as its legal counsel. The Kafafian Group, Inc. (TKG) acted as financial advisor and provided a fairness opinion to HVBC and Benjamin M. Azoff and Gregory Sobczak of Luse Gorman, PC served as its legal counsel. HVBC has retained a proxy solicitation firm, Laurel Hill Advisory Group, LLC, to aid it in the solicitation process. HVBC estimates it will pay Laurel Hill Advisory Group, LLC a fee of approximately $6,000. Broadridge Corporate Issuer Solutions, Inc. acted as exchange agent to HVBC. HVBC paid TKG a fee of $75,000 upon the rendering of TKG’s written fairness opinion. TKG will be reimbursed for reasonable out-of-pocket expenses incurred in connection with its engagement and HVBC has agreed to indemnify TKG against certain liabilities. TKG will also receive a success fee of approximately $505,800 upon closing of the merger. Janney Montgomery Scott LLC and Hogan Lovells US LLP acted as due diligence providersto CZFS. Luse Gorman, P.C and The Kafafian Group, Inc. as due diligence providers to HVBC.Citizens Financial Services, Inc. (NasdaqCM:CZFS) completed the acquisition of HV Bancorp, Inc. (NasdaqCM:HVBC) from a group of shareholders on June 16, 2023. HV Bancorp merged into Citizens Financial Services. Elections were subject to proration procedures whereby at least 80% of shares of HVBC common stock will be exchanged for shares of CZFS common stock. As a result of the elections, former HVBC shareholders received an aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash.