Citizens Financial Services (CZFS), the holding company of First Citizens Community Bank (FCCB), has agreed to merge with HV Bancorp (HVBC), the parent company for Huntingdon Valley Bank (HVB), for around $67.4m.
Under the terms of the merger, HVBC shareholders can elect either to receive $30.50 cash for each share of HVBC common stock or 0.4 shares of CZFS common stock.
The elections will be carried out as per the proration procedures, where 80% of shares of the HVBC common stock will be exchanged for CZFS stock and 20% of them for cash.
HVBC had around $570.6m of total assets, $388.3m of net loans and $481.5m of deposits, as of 30 June 2022.
The company’s merger into CZFS will create a combined company that will have more than $2.78bn in assets, $1.96bn in gross loans and $2.36bn in deposits.
It will expand CZFS’ presence in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey.
CZFS president and chief executive officer Randall Black said: “This agreement creates great excitement, and we believe our combination will deepen our reach in providing banking services and enhanced technological offerings across our entire bank franchise.
“In addition, the expertise of the combined organization will enable us to invest in the future, build market share, and better serve all of our constituencies.
“From a broader perspective, together with the Huntingdon Valley team, we will leverage our combined strength to focus on a greater future.”
The transaction, which has been approved by the Boards of Directors of both companies, is expected to be completed during the first half of 2023.
Its closing is subject to certain customary closing conditions, including approval by HVBC shareholders, and other necessary regulatory approvals.
Upon closing, HVBC’s current chief executive officer Travis J Thompson, and its president Robert J Marino will be appointed as senior officers of FCCB.
Janney Montgomery Scott served as financial advisor and Hogan Lovells US as legal counsel to CZFS on the transaction.
Also, the Kafafian Group served as financial advisor and provided a fairness opinion, and Luse Gorman served as legal counsel to HVBC.
HVBC chairman and chief executive officer Travis Thompson said: “We could not be happier about becoming part of FCCB and look forward to the many benefits this strategic partnership will provide for our customers, employees, and shareholders.
“As 150-year-old financial institutions, we share similar core values and both believe deeply in community banking. We are confident that our customers will receive the same high-quality experience from FCCB that they have come to expect from HVB.”
