UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2023
CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-41410 | 23-2265045 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
15 S Main St. Mansfield, Pennsylvania | 16933 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (570) 622-2121
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock, Par Value $1.00 Per Share | CZFS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On June 13, 2023, Citizens Financial Services, Inc. (the “Company”), a Pennsylvania corporation, issued a press release announcing the merger consideration to be received by HV Bancorp, Inc. (“HVBC”) stockholders in connection with HVBC’s pending merger with the Company, based on preliminary election results and application of the proration provisions set forth in the merger agreement with respect to the merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Forward-Looking Statements
This report 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’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, HVBC’s Annual Report 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 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. Copies of the documents filed by HVBC with the SEC will be available free of charge on HVBC’s website at www.myhvb.com or by directing a request to HV Bancorp, Inc., 2005 South Easton Road, Suite 304, Doylestown, PA 18901, attention: Corporate Secretary, (267) 280-4000.
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.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit Number | Description | |
| 99.1 | Press Release of Citizens Financial Services, Inc. dated June 13, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CITIZENS FINANCIAL SERVICES, INC. | ||||||
| June 13, 2023 | ||||||
| By: | /s/ Stephen J. Guillaume | |||||
| Stephen J. Guillaume | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
 |  |
Citizens Financial Services, Inc. Announces Preliminary Results of Merger Consideration Elections Regarding Pending HV Bancorp, Inc. Merger
Mansfield and Doylestown, Pa., June 13, 2023 (PRNewswire) — Citizens Financial Services, Inc. (NASDAQ: CZFS) (“CZFS”) announced today the preliminary results of the elections regarding the merger consideration to be received by stockholders of HV Bancorp, Inc. (NASDAQ: HVBC) (“HVBC”) in HVBC’s pending merger with CZFS. CZFS and HVBC anticipate closing the transaction on June 16, 2023, subject to the satisfaction of customary closing conditions.
HVBC stockholders were entitled to elect to receive either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock for each share of HVBC common stock and will receive cash in lieu of fractional shares based on the average of the daily closing sales prices of one share of CZFS common stock as reported on Nasdaq for the five consecutive trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.
Based on the preliminary election results and applying the provisions set forth in the merger agreement, whereby 20% of the outstanding shares of HVBC common stock will be exchanged for cash and 80% of the outstanding shares of HVBC common stock will be exchanged for CZFS common stock:
| • | HVBC stockholders will receive 0.4040 shares of CZFS common stock for each share of HVBC common stock for which they made a valid stock election; |
| • | HVBC stockholders who expressed no preference or did not make a valid election will receive 0.4040 shares of CZFS common stock for each share of HVBC common stock held by them; and |
| • | For HVBC stockholders who made a valid cash election, approximately 45.49% of the shares of HVBC common stock held by such persons will be exchanged for cash at the rate of $30.50 for each HVBC share exchanged and the balance of the HVBC shares held by such persons will be exchanged for CZFS common stock at the rate of 0.4040 shares of CZFS common stock for each HVBC share exchanged. |
Of the 2,242,421 shares of HVBC common stock outstanding as of the record date for the election process:
| • | Holders of 888,303 shares, or 39.61%, elected to receive CZFS common stock; |
| • | Holders of 985,979 shares, or 43.97%, elected to receive cash; and |
| • | Holders of 368,139 shares, or 16.42%, did not make a valid election or did not express a preference. |
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.
About HV Bancorp, Inc.
HV Bancorp, Inc. (NASDAQ: HVBC) is a bank holding company headquartered in Doylestown, PA. Through its wholly owned subsidiary Huntingdon Valley Bank, HVBC primarily serves communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey from our executive office, seven full service bank offices and one limited service bank office. HVBC also operates six loan production and sales offices in its geographical footprint. For more details on HV Bancorp, Inc., please visit: www.myhvb.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’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, HVBC’s Annual Report 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 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. Copies of the documents filed by HVBC with the SEC will be available free of charge on HVBC’s website at www.myhvb.com or by directing a request to HV Bancorp, Inc., 2005 South Easton Road, Suite 304, Doylestown, PA 18901, attention: Corporate Secretary, (267) 280-4000.
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.
Contact:
LeeAnn Gephart
SVP, Chief Consumer Banking Officer
(570) 546-6005
HV Bancorp, Inc.
Contact:
Joseph C. O’Neill, Jr.
EVP/Chief Financial Officer
(267) 280-4000