Attached files
| file | filename |
|---|---|
| 8-K - CITIZENS & NORTHERN CORP | v165630_8-k.htm |
| EX-99.2 - CITIZENS & NORTHERN CORP | v165630_ex99-2.htm |
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Contact: Yvonne
Gill
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|
November
12, 2009
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570-724-0247
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yvonneg@cnbankpa.com
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CITIZENS
& NORTHERN CORPORATION ANNOUNCES COMMENCEMENT OF $20 MILLION PUBLIC OFFERING
OF COMMON STOCK AND DIVIDEND REDUCTION TO IMPROVE CAPITAL POSITION
FOR
IMMEDIATE RELEASE:
Wellsboro, PA – Citizens &
Northern Corporation (the “Company”) (NASDAQ: CZNC) announced today that it has
commenced an underwritten public offering of approximately $20 million of its
common stock. The shares will be issued pursuant to a prospectus
supplement filed as part of an existing shelf registration statement filed with
the Securities and Exchange Commission (“SEC”) on Form S-3 (File No.
333-162279).
The
Company expects to use the net proceeds of the offering for general corporate
purposes which may include, without limitation, making investments at the
holding company level, providing capital to support subsidiaries, including
Citizens & Northern Bank, supporting asset and deposit growth, engaging in
acquisitions or other business combinations, and reducing or refinancing
existing debt. The Company does not have any specific plans for acquisitions or
other business combinations at this time. Among other things, the Company may
seek regulatory approval to repurchase the Series A Preferred Stock and warrant
issued to the U.S. Department of the Treasury in January 2009 pursuant to the
Company’s participation in the TARP Capital Purchase Program. Any
repurchase of the Series A Preferred Stock and warrant would require the prior
approval of the Company’s banking regulators, and the Company has not determined
if, or when, it will seek such regulatory approval.
Additionally,
after considering the Company’s recently announced results of operations and
capital needs, and in light of guidance issued by the Federal Reserve Board
concerning payment of dividends, the Company’s Board of Directors approved,
subject to regulatory approval, a reduction in the quarterly dividend by at
least 50% on the Company’s common stock (from $0.24 to no more than $0.12 per
share), commencing with the fourth quarter of 2009. No determination
has been made by the Board of Directors regarding whether or in what amount
dividends will be paid in future quarters, and no assurance can be given that
regulatory approval will be granted to pay the reduced dividend.
Sandler
O’Neill + Partners, L.P. is acting as sole book-running manager and Boenning
& Scattergood, Inc. is acting as co-manager for the
offering. Rhoads & Sinon LLP is acting as counsel to the Company,
and Blank Rome LLP is acting as counsel to the underwriters. The
Company intends to grant the underwriters a 30-day option to purchase up to an
additional 15% of the offered amount of common stock to cover over-allotments,
if any.
Additional
Information Regarding the Offering
Citizens
& Northern has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication
relates. Prospective investors should read the prospectus in that
registration statement, the preliminary prospectus supplement and other
documents that the Company has filed with the SEC for more complete information
about the Company and the offering. Investors may obtain these
documents without charge by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the preliminary prospectus
supplement and the prospectus related to the offering may be obtained from
Sandler O’Neill + Partners, L.P., 919 Third Avenue, 6th Floor,
New York, NY 10022, (800) 635-6859, or from Eugene Bodo, Boenning &
Scattergood, Inc., Four Tower Bridge, 200 Barr Harbor Drive, Suite 300, West
Conshohocken, PA 19428, at (800) 883-1212 or (610) 862-5368.
This
release does not constitute an offer to sell or a solicitation of an offer to
buy the securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About
Citizens & Northern Corporation
With
approximately $1.3 billion in assets, Citizens & Northern Corporation is the
parent company of Citizens & Northern Bank and First State
Bank. Citizens & Northern Bank is a local, independent community
bank providing complete financial, investment and insurance services through 24
full service offices located throughout Tioga, Bradford, Sullivan, Lycoming,
Potter, Cameron and McKean counties in Pennsylvania. First State Bank
provides banking services through its offices in Canisteo and South Hornell, NY.
The Company and Citizens & Northern Bank can be found on the worldwide web
at www.cnbankpa.com. First State Bank can be found on the web at
www.fsbcanisteo.com. The Company’s common stock is listed on the NASDAQ Capital
Market under the symbol CZNC.
Safe Harbor Statement: Except
for historical information contained herein, the matters discussed in this
release are forward-looking statements. Investors are cautioned that
all forward-looking statements involve risks and uncertainty, including without
limitation, the following: changes in monetary and fiscal policies of the
Federal Reserve Board and the U.S. Government, particularly related to changes
in interest rates; changes in general economic conditions; legislative or
regulatory changes; downturn in demand for loan, deposit and other financial
services in the Corporation’s market area; increased competition from other
banks and non-bank providers of financial services; technological changes and
increased technology-related costs; changes in management’s assessment of
realization of securities and other assets; and changes in accounting
principles, or the application of generally accepted accounting
principles. Citizens & Northern disclaims any intention or
obligation to publicly update or revise any forward-looking statements, whether
as a result of events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.