EXHIBIT 99.1
(CCFNB LOGO) (FIRST COLUMBIA BANK & TRUST CO. LOGO)
CONTACT: Lance O. Diehl CONTACT: Shirley K. Alters
President and CEO Chief Financial Officer
Columbia County Farmers First Columbia Bank & Trust Co.
National Bank (570) 784-1660
(570) 784-4400
CCFNB BANCORP, INC. AND COLUMBIA FINANCIAL
CORPORATION TO COMBINE IN A MERGER OF EQUALS
BLOOMSBURG, PENNSYLVANIA -- NOVEMBER 07 - CCFNB Bancorp, Inc. ("CCFNB") (OTCBB:
CCFN), the holding company for Columbia County Farmers National Bank and
Columbia Financial Corporation ("Columbia") (OTCBB: CLBF), the holding company
for First Columbia Bank & Trust Company, have signed a definitive agreement to
join forces in a merger of equals transaction, creating the 2nd largest
independent publicly traded bank holding company headquartered in the four
county region of Columbia, Montour, Northumberland, and Luzerne counties.
Under the terms of the merger agreement, which has been unanimously approved by
the boards of directors of both companies, Columbia shareholders will receive
0.72 shares of CCFNB stock for each share of Columbia stock. Columbia will be
merged into CCFNB and Columbia County Farmers National Bank will be
simultaneously merged into First Columbia Bank & Trust Co., a state chartered
bank. The resulting holding company will remain CCFNB Bancorp, Inc. and the
resulting bank will remain First Columbia Bank & Trust Co. CCFNB stock will
continue to trade under the CCFN symbol and be quoted on the OTC Bulletin Board.
Upon consummation of the merger, the resulting company will have total assets of
approximately $575 million and total deposits of approximately $433 million,
with branches in Columbia, Northumberland, and Luzerne counties. The combined
holding company will be regulated by the Federal Reserve Board of Governors and
the bank's regulators will be the Federal Deposit Insurance Corporation and the
Pennsylvania Department of Banking. The bank's deposits will continue to be
insured by the Federal Deposit Insurance Corporation up to the maximum
applicable limits.
The leadership team of the resulting company will be created through a
combination of both companies' current executive teams, including:
- Board of Directors: All eight outside directors of Columbia will join
the CCFNB Board and current Columbia Chairman, Glenn E. Halterman,
will be the Chairman of the combined board. The eight outside
directors of CCFNB will remain on the Board, with one CCFNB director
retiring at the end of his term in 2008. CCFNB's President and Chief
Executive Officer, Lance O. Diehl, will remain on the Board.
1
- President and Chief Executive Officer: Current President and Chief
Executive Officer of CCFNB, Lance O. Diehl, will remain as President
and Chief Executive Officer of the combined entity.
- Chief Financial Officer: Current Chief Financial Officer and interim
President of Columbia, Shirley K. Alters, will become the Chief
Financial Officer of the combined entity.
- Chief Operating Officer: Current Chief Operating Officer of CCFNB,
Edwin A. Wenner, will remain as Chief Operating Officer of the
combined entity.
- Chief Lending Officer: Current Chief Lending Officer of First Columbia
Bank & Trust Co., Paul K. Page, will become the Chief Lending Officer
for the bank.
The merger is subject to customary closing conditions, including approval by
CCFNB and Columbia's shareholders, as well as by the appropriate bank regulatory
agencies, and is anticipated to be completed during the second or third quarter
of 2008.
The fixed exchange ratio of 0.72, based on CCFNB's last reported trade as of
November 29, 2007 of $25.45 per share, translates into a price of $18.32 per
share to Columbia shareholders, a 30.0% premium over Columbia's last reported
trade of $14.09 per share. CCFNB, as part of the agreement, will increase its
quarterly dividend to $0.23 per share so that Columbia shareholders will receive
the same dividend dollar amount as in the past.
The combination is expected to be moderately accretive to earnings in the second
half of 2008 with most of the cost savings coming in 2009. The resulting Board
of Directors and Senior Management will make such changes to titles, reporting
responsibilities, and the like to establish an efficient operation. While there
will be branch consolidations as a result of this merger, the combined company
will seek to reduce the combined workforce through normal attrition, voluntary
severance packages and other incentives to retire.
"The combination of our two great local institutions will enable us to more
effectively compete in a rapidly changing environment with the national banks,
regional banks and others that have established a strong presence in the area."
said Paul E. Reichart, CCFNB's Chairman. "It will allow us to expand our product
line and continue to provide the highest level of service to current and future
customers of the bank. It will also help to ensure the long term strength of a
bank based in Columbia County."
Glenn E. Halterman, Columbia's Chairman added, "The combination of the executive
teams, employees and boards will position the combined company for greater
earnings momentum, allow the maintenance of a local bank with greater financial
footings, and provide a challenging and rewarding work environment for our
employees. CCFNB's president, Lance O. Diehl, has demonstrated his ability to
lead a growing community bank, and we all look forward to working with him."
2
"The combination will enable CCFNB to better leverage its strong capital
position and the potential cost savings should benefit the shareholders of both
institutions as we believe we can obtain greater earnings growth together than
we could separately," said Lance O. Diehl. "This is definitely a win for both
company's shareholders, customers, employees, and the communities we serve."
In connection with this transaction, Danielson Capital, LLC acted as financial
advisor for and provided a fairness opinion to CCFNB. Saidis Flower & Lindsay
served as the legal advisor to CCFNB. The Kafafian Group acted as financial
advisor for and provided a fairness opinion to Columbia. Rhoads & Sinon LLP
served as the legal advisor to Columbia.
ABOUT THE COMPANIES
CCFNB Bancorp, Inc. is a financial holding company, based in Bloomsburg,
Pennsylvania. It is the parent company of Columbia County Farmers National Bank,
a nationally chartered financial institution that provides traditional
commercial and retail banking services to businesses and consumers through eight
full service branches, all of which are located in Columbia County,
Pennsylvania.
Columbia Financial Corporation is the parent company of First Columbia Bank &
Trust Co. First Columbia Bank & Trust Co. is a full service community commercial
bank with nine branches located in Columbia, Northumberland, and Luzerne
counties. The Bank engages in a full line of personal, business and municipal
financial services and alternative investment products, including, under full
trust powers, a complete line of corporate and personal fiduciary services.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements made pursuant to the
safe-harbor provisions of the Private Securities Litigation Act of 1995. These
include statements as to the proposed benefits of the merger between CCFNB and
Columbia (the "Merger"), including future financial and operating results, cost
savings, enhanced revenues and the accretion/dilution to reported earnings that
may be realized from the merger as well as other statements of expectations
regarding the Merger and any other statements regarding future results or
expectations. These statements involve risks and uncertainties that may cause
results to differ materially from those set forth in these statements. CCFNB and
Columbia caution readers that results and events subject to forward-looking
statements could differ materially due to the following factors, among others:
the risk that the businesses of CCFNB and Columbia in connection with the Merger
will not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; expected revenue synergies and cost
savings from the merger may not be fully realized or realized within the
expected time frame; revenues following the Merger may be lower than expected;
customer and employee relationships and business operations may be disrupted by
the Merger; the ability to obtain required governmental and stockholder
approvals, and the ability to complete the Merger within the expected
3
timeframe; possible changes in economic and business conditions; the existence
or exacerbation of general geopolitical instability and uncertainty; the ability
of CCFNB and Columbia to attract new customers; possible changes in monetary and
fiscal policies, and laws and regulations; the effects of easing of restrictions
on participants in the financial services industry; the cost and other effects
of legal and administrative cases; possible changes in the credit worthiness of
customers and the possible impairment of collectibility of loans; the effects of
changes in interest rates and other risks and factors identified in CCFNB's
filings with the SEC. CCFNB and Columbia do not undertake any obligation to
update any forward-looking statement, whether written or oral, relating to the
matters discussed in this document.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
CCFNB will file documents concerning the proposed transaction with the
Securities and Exchange Commission (SEC), including a Registration Statement on
Form S-4. The Registration Statement will contain a Joint Proxy
Statement/Prospectus which will be distributed to shareholders of CCFNB and to
shareholders of Columbia. SHAREHOLDERS OF CCFNB AND COLUMBIA ARE ENCOURAGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE IN
THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors will be able to obtain
these documents free of charge at the SEC's web site (www.sec.gov). In addition,
documents filed by CCFNB with the SEC, including filings that will be
incorporated by reference into the Joint Proxy Statement/Prospectus, can be
obtained without charge by contacting CCFNB Bancorp, Inc., 232 East Street,
Bloomsburg, PA 17815, Attn: Investor Relations, Virginia D. Kocher, Treasurer,
telephone (570) 784-4400.
CCFNB and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from its shareholders in respect of the proposed
transactions. Additional information about the directors and executive officers
of CCFNB is included in CCFNB's proxy statements and Annual Reports on Form
10-K, previously filed with the SEC. Additional information about the interests
of those personas may be obtained by reading the Joint Proxy
Statement/Prospectus when it becomes available.
Columbia and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from its shareholders in respect of
the proposed transactions. Additional information about the directors and
executive officers of Columbia may be obtained by reading the Joint Proxy
Statement/Prospectus when it becomes available.
4