Attached files
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8-K - North Penn Bancorp Inc | v205819_8k.htm |
EX-2.1 - North Penn Bancorp Inc | v205819_ex2-1.htm |
EX-10.1 - North Penn Bancorp Inc | v205819_ex10-1.htm |
EX-10.2 - North Penn Bancorp Inc | v205819_ex10-2.htm |
EX-10.4 - North Penn Bancorp Inc | v205819_ex10-4.htm |
EX-10.3 - North Penn Bancorp Inc | v205819_ex10-3.htm |
Contact: Lewis
J. Critelli
President
and Chief Executive Officer
Norwood
Bancorp, Inc.
570-253-1455
Frederick
L. Hickman
President
and Chief Executive Officer
North
Penn Bancorp, Inc.
570-344-6113
FOR
IMMEDIATE RELEASE
December
15, 2010
Norwood
Financial Corp. to Acquire North Penn Bancorp, Inc.
Honesdale and Scranton, Pennsylvania –
Norwood Financial Corp. (NASDAQ:NWFL), the holding company for Wayne Bank,
Honesdale, Pennsylvania and North Penn Bancorp, Inc. (OTCBB: NPBP),
the holding company for North Penn Bank, Scranton, Pennsylvania jointly
announced today the signing of a definitive merger agreement pursuant to which
Norwood Financial Corp. will acquire North Penn Bancorp, Inc. in a stock and
cash transaction. The transaction is an in-market transaction that
will expand Norwood Financial Corp.’s existing footprint in Monroe
County, Pennsylvania and extend its footprint into Lackawanna County,
Pennsylvania. The combined company will have approximately $700
million in assets, 16 branches and improve its market position in Monroe
County.
“We are pleased to be able to partner
with an organization such as North Penn Bancorp, Inc. Both companies
have earned a great reputation in the market, provided exceptional historical
returns to shareholders and have a common community banking
culture. The combination of talent, prime locations and increased
presence in the market will enable us to better serve our customers in
Lackawanna and Monroe Counties and all of northeastern Pennsylvania,” noted
Lewis J. Critelli, President and Chief Executive Officer of
Norwood.
”North Penn is delighted to partner
with such a reputable, high performing financial institution. With this merger,
our shareholders receive an attractive price and our customers will enjoy
banking with a larger community bank with greater product offerings,” stated
Frederick L. Hickman, President and Chief Executive Officer of North
Penn.
Under the terms of the merger
agreement, which has been unanimously approved by the boards of directors of
both companies, Norwood Financial Corp. will acquire all of the outstanding
shares of North Penn Bancorp, Inc. for a total purchase price of approximately
$27.1 million assuming a price of $28.00 per share for Norwood common
stock. In addition, North Penn Bank will merge with and into Wayne
Bank, with Wayne Bank as the surviving bank. Pursuant to the terms of
the merger agreement, shareholders of North Penn Bancorp, Inc. will have the
opportunity to elect to receive for each share of North Penn Bancorp, Inc.
common stock they own, either 0.6829 shares of Norwood Financial Corp. common
stock or $19.12 in cash. All shareholder elections will be subject to
allocation and proration procedures set forth in the merger agreement
which is intended to ensure that, in the aggregate, 55% of the
aggregate merger consideration will consist of Norwood Financial Corp. common
stock, and 45% will consist of cash. The transaction is expected to
be a tax-free exchange for shareholders of North Penn Bancorp, Inc. receiving
stock.
In
addition, one member of the North Penn Bancorp, Inc.’s board of directors shall
be appointed to the board of directors of Norwood Financial Corp. and Wayne
Bank. It is expected that the merger will be consummated in the
second quarter of 2011 and is subject to certain conditions, including receiving
requisite regulatory and North Penn Bancorp, Inc. stockholder
approvals. The transaction is expected to be accretive to Norwood
Financial Corp.’s earnings in the first full year of operations.
Norwood Financial Corp. has prepared an
investor presentation on the merger that can be accessed on Norwood Financial
Corp.’s website at www.waynebank.com
under the Investor Relations page.
Boenning & Scattergood, Inc. acted
as financial advisor to Norwood Financial Corp. and The Kafafian Group, Inc.
acted as financial advisor to North Penn Bancorp, Inc. Malizia Spidi
& Fisch, PC served as legal counsel for Norwood Financial Corp., and
Kilpatrick Stockton LLP served as legal counsel for North Penn Bancorp,
Inc.
About
Norwood Financial Corp.
Headquartered in Honesdale, PA, Norwood
Financial Corp. operates 11 offices within Wayne, Pike and Monroe
counties. As of September 30, 2010, Norwood Financial Corp. had total
assets of $534.5 million, total net loans receivable of $352.8 million, total
deposits of $398.6 million and total stockholders’ equity of $68.4
million. Norwood Financial Corp. stock trades on the NASDAQ Global
Market under the trading symbol “NWFL”.
About
North Penn Bancorp, Inc.
North Penn Bancorp, Inc. is the holding
company for North Penn Bank, a Pennsylvania savings bank that conducts its
business from its main office in Scranton, Pennsylvania and four branch offices,
in the northeastern Pennsylvania counties of Lackawanna and
Monroe. As of September 30, 2010, North Penn Bancorp, Inc. had total
assets of $164.5 million, total net loans of $119.7 million, total deposits of
$136.5 million and total stockholders’ equity of $19.9 million. North
Penn Bancorp, Inc.’s common stock is traded on the Over-the-Counter Bulletin
Board under the symbol “NPBP.”
Norwood Financial Corp. will file a
Registration Statement on Form S-4 with the Securities and Exchange Commission
(SEC), which will contain the proxy materials of North Penn Bancorp, Inc. and
certain other information regarding Norwood Financial
Corp. These proxy materials will set forth complete details of the
merger. Investors are urged to carefully read the proxy materials
when filed with the SEC, as they will contain important
information. Investors will be able to obtain a copy of the proxy
materials free of charge at the SEC’s website at www.sec.gov. The
materials may also be obtained for free by directing a written request to
Norwood Financial Corp., 717 Main Street, Honesdale, PA 18431,
Attention: Corporate Secretary, or to North Penn Bancorp, 216 Adams
Avenue, Scranton, PA 18503, Attention: Corporate
Secretary. Investors should read the proxy materials before making a
decision regarding the merger.
Norwood Financial Corp. and North Penn
Bancorp, Inc. and their directors and executive officers may be deemed to be
“participants” in North Penn Bancorp, Inc.’s solicitation of proxies in
connection with the proposed merger. Information regarding directors
and executive officers of Norwood Financial Corp. may be found in Norwood
Financial Corp.’s proxy statement for its 2010 annual meeting of shareholders
dated March 22, 2010, as filed with the SEC. Information regarding
directors and executive officers of North Penn Bancorp, Inc. may be found in
North Penn Bancorp, Inc.’s proxy statement for its 2010 annual meeting of
shareholders dated April 20, 2010, as filed with the SEC. A copy of
the proxy statement is available free of charge at the SEC’s website (www.sec.gov). Additional
information regarding the interests of such participants will be included in the
proxy statement/prospectus and the other relevant documents filed with the SEC
when they become available.
Statements contained in this news
release that are not historical facts are forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, possible delays in completing the merger, difficulties in achieving
cost savings from the merger or in achieving such cost savings within the
expected time frame, and difficulties in integrating North Penn Bank into Wayne
Bank, as well as factors discussed in documents filed by Norwood Financial Corp.
or North Penn Bancorp, Inc. with the SEC from time to time. Neither
Norwood Financial Corp. nor North Penn Bancorp, Inc. undertakes and both
specifically disclaim any obligation to update any forward-looking statement,
whether written or oral, that may be made from time to time by or on behalf of
Norwood Financial Corp. or North Penn Bancorp, Inc.