Exhibit 99.1
Citizens Financial Services, Inc. Announces Completion of Merger with HV Bancorp, Inc.
Mansfield, PA – June 16, 2023 – Citizens Financial Services, Inc. (NASDAQ: CZFS) (the “Company” or “CZFS”), the holding company for First Citizens Community Bank (“FCCB”), completed its merger with HV Bancorp, Inc. (NASDAQ: HVBC) and FCCB completed its merger with HVBC’s subsidiary bank, Huntingdon Valley Bank (“HVB”). Under the terms of the merger agreement, HVBC merged with and into CZFS with CZFS as the surviving corporation and HVB merged with and into FCCB with FCCB as the surviving institution.
This strategically compelling merger is expected to enhance and expand CZFS’s presence in communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey.
“With this merger, we aim to provide an even more robust and comprehensive range of financial services and products to our customers,” noted Randall E. Black, President & CEO of FCCB. “By leveraging the synergies between our institutions, we will enhance our capabilities, expand our reach, and deliver the superior banking experience for which we are known to customers in and around the Philadelphia market.”
In connection with the closing of the merger, Robert J. Marino, the former President of HVBC, will join the combined company as a member of the board of directors of each of CZFS and FCCB and in the role of Chief Revenue Officer and Senior Executive Vice President of FCCB. John D. Behm, a former director of HVBC, was also appointed to the board of directors of FCCB.
Under the terms of the merger agreement, at the effective time of the merger, each share of HVBC common stock was converted into the right to receive, subject to the election of the holder, either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock (as adjusted for a stock dividend), with cash payable in lieu of any fractional shares. 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.
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 its industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CZFS’ future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CZFS, 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.
