공시 • Jan 05
Norwood Financial Corp. (NasdaqGM:NWFL) completed the acquisition of PB Bankshares, Inc. (NasdaqCM:PBBK).
Norwood Financial Corp. (NasdaqGM:NWFL) executed indication of interest to acquire PB Bankshares, Inc. (NasdaqCM:PBBK) on May 20, 2025. Norwood Financial Corp. entered into an agreement to acquire PB Bankshares, Inc. for $52.8 million on July 7, 2025. Under the terms of the merger agreement, 80% of Presence’s common shares will be converted into Norwood Financial common stock while the remaining 20% will be exchanged for cash. Presence’s shareholders will have the option to elect to receive either 0.7850 shares of Norwood Financial common stock or $19.75 in cash for each common share of Presence they own. The election is subject to proration to ensure that, in the aggregate, 80% of the transaction consideration will be paid in the form of Norwood Financial common stock. All options to purchase Presence’s common stock will be cashed out upon completion of the merger. The Merger Agreement also provides that PBB will be obligated to pay a termination fee of $2.4 million to Norwood if the Merger Agreement (i) is terminated by Norwood in the circumstances described in the preceding sentence or (ii) (A) if an acquisition proposal relating to PBB is publicly announced, (B) the Merger Agreement is terminated by Norwood either because PBB’s fails to call its shareholder meeting or PBB’s Board either fails to recommend adoption of the Merger Agreement to its shareholders or withdraws or fail to approve the Merger Agreement or modifies or qualifies such recommendation in a manner adverse to Norwood and (C) PBB enters into a definitive agreement with respect to or consummates an acquisition proposal within 12 months of termination of the Merger Agreement. The parties have agreed that two non-employee Presence Bank board members will be joining the Norwood Financial and Wayne Bank boards, with one member joining for a term of two years and the other joining for three years. Concurrent with the entering into of the Agreement, Presence President and CEO, Janak M. Amin, entered into an Employment Agreement and a Non-Competition and Non-Solicitation agreement with Norwood Financial and Wayne Bank. In addition, selected Presence executives are expected to continue employment with Norwood Financial moving forward.
Both companies’ boards of directors have unanimously approved and the merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals,
the shares of Norwood common stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance, CSB Investments, a wholly-owned subsidiary of Presence Bank, shall have been liquidated or merged with and into Presence Bank and approval by Presence’s shareholders the recommendation by the board of directors of PBB in favor of the approval by PBB’s shareholders of the Merger Agreement and certain related matters, non-solicitation obligations relating to alternative business combination transactions, effectiveness of the registration statement with the Securities and Exchange Commission (“ SEC ”) for the Norwood Common Stock to be issued as consideration in the Merger. PB Bankshares’s obligation to consummate the merger is also conditioned upon the delivery by Norwood to the exchange agent of the cash consideration and stock consideration. It is expected that the transaction will close in either 4th quarter of 2025 or early 1st quarter of 2026. The merger is expected to be approximately 10% accretive to earnings per share in 2026, while resulting in 4.2% tangible book value dilution as of the closing date and a tangible book value earn back of 2.5 years. As of October 28, 2025, the transaction is expected to be completed in the fourth calendar quarter of 2025 or the first quarter of 2026.
Janney Montgomery Scott LLC is serving as financial advisor and rendered a fairness opinion to Norwood Financial and Jones Walker LLP, Washington, DC, and Meeks Butera & Israel PLLC are serving as Norwood Financial’s legal counsel. Stephens Inc. is serving as financial advisor and rendered a fairness opinion to Presence. Stephens is serving as financial adviser to PB Bankshares in connection with the proposed merger and is entitled to receive from PB Bankshares reimbursement of its expenses and a fee in the amount of 1.30% of the aggregate transaction consideration received by PB Bankshares or its common stockholders at the closing of the proposed merger for Stephens’ services as financial advisor to PB Bankshares, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a fee in the amount of $100,000 from PB Bankshares upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the proposed merger. Barley Snyder LLP is serving as Presence’s legal counsel. Continental Stock Transfer & Trust Company acted as transfer agent for PB Bankshares. The Laurel Hill Advisory Group acted as information agent to PB Bankshares and will receive a fee of $7,000, plus certain incremental costs for its solicitation services. Computershare acted as transfer agent and registrar for Norwood.
Norwood Financial Corp. (NasdaqGM:NWFL) completed the acquisition of PB Bankshares, Inc. (NasdaqCM:PBBK) on January 5, 2026. Approximately 87% of PB Bankshares shares outstanding elected to receive Norwood common stock, approximately 1% elected to receive cash, and approximately 12% submitted elections expressing no preference as to the form of merger consideration, or did not make, or failed to submit, a valid election. Based on this information, PB Bankshares shareholders who made valid elections to receive the cash consideration will receive the cash consideration for all of their shares subject to such election, and PB Bankshares’ shareholders who made valid elections to receive the stock consideration will receive stock consideration for approximately 92% of their shares subject to such election, with the balance of such elections being satisfied with the cash consideration. PB Bankshares shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive the cash consideration for all of their shares.
Effective upon completion of the merger, Joseph W. Carroll and Spencer J. Andress, each former directors of PB Bankshares and Presence Bank, were appointed to the boards of directors of Norwood and Wayne Bank. The combined company will have approximately $2.9 billion in assets and 33 office locations. At September 30, 2025, PB Bankshares had total assets of $456.4 million, deposits of $355.0 million and shareholders’ equity of $51.3 million.
