Orrstown Financial Services, Inc. (“Orrstown”) (NASDAQ: ORRF), the
parent company of Orrstown Bank, and Codorus Valley Bancorp,
Inc. (“Codorus Valley”) (NASDAQ: CVLY), the parent company of
PeoplesBank, A Codorus Valley Company, today announced that they
each received shareholder approval for the previously announced
merger of equals. At a special meeting of shareholders held on May
30, 2024, Codorus Valley’s shareholders approved the merger of
Codorus Valley with and into Orrstown, with Orrstown as the
surviving corporation (the “Merger”), the Agreement and Plan of
Merger, dated as of December 12, 2023 (the “Merger Agreement”), by
and between Orrstown and Codorus Valley, and the compensation
payable to the named executive officers of Codorus Valley in
connection with the Merger. At a special meeting of shareholders
held on May 30, 2024, Orrstown shareholders approved the issuance
of shares of Orrstown common stock to Codorus Valley shareholders
pursuant to the Merger Agreement.
Thomas R. Quinn, Jr., Orrstown’s President and Chief Executive
Officer, commented “The receipt of shareholder approval marks an
important milestone for our merger of equals. Craig and I are proud
that each company’s shareholder base overwhelmingly supported the
transaction, which we expect will create meaningful shareholder
value and expand opportunities for our employees, clients, and
communities."
Craig L. Kauffman, President and Chief Executive Officer of
Codorus Valley, commented “Today's vote brings us one step closer
to providing enhanced financial services to our valued
clients. I am eager to get started on building the premier
community banking franchise in our Pennsylvania and Maryland
markets.”
The Merger and related transactions are expected to close in the
third quarter of 2024, subject to satisfaction of customary closing
conditions, including receipt of required regulatory approvals.
About Orrstown
Orrstown Financial Services, Inc. and its wholly owned
subsidiary, Orrstown Bank, provide a wide range of consumer and
business financial services in Berks, Cumberland, Dauphin,
Franklin, Lancaster, Perry, and York Counties, Pennsylvania and
Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland,
as well as Baltimore City, Maryland. The Company’s lending area
also includes adjacent counties in Pennsylvania and Maryland, as
well as Loudon County, Virginia and Berkeley, Jefferson and Morgan
Counties, West Virginia. Orrstown Bank is an Equal Housing Lender
and its deposits are insured up to the legal maximum by the FDIC.
Orrstown Financial Services, Inc.’s common stock is traded on the
NASDAQ Global Select Market under the symbol “ORRF”.
About Codorus Valley
Codorus Valley Bancorp, Inc. is the largest independent
financial services holding company headquartered in York,
Pennsylvania. Codorus Valley primarily operates through its
financial services subsidiary, PeoplesBank, A Codorus Valley
Company. PeoplesBank offers a full range of consumer, business,
wealth management, and mortgage services at financial centers
located in communities throughout South Central Pennsylvania and
Central Maryland. Codorus Valley Bancorp, Inc.’s Common Stock is
listed on the NASDAQ Global Market under the symbol “CVLY”.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and the future performance of Orrstown and Codorus
Valley.
Words such as “anticipates,” “believes,” “estimates,” “expects,”
“forecasts,” “intends,” “plans,” “projects,” “could,” “may,”
“should,” “will” or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on Orrstown’s and Codorus
Valley’s current expectations and assumptions regarding Orrstown’s
and Codorus Valley’s businesses, the economy, and other future
conditions. Because forward-looking statements relate to future
results and occurrences, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Any number of risks, uncertainties, or other
factors could affect Orrstown’s or Codorus Valley’s future
financial results and performance and could cause actual results or
performance to differ materially from anticipated results or
performance. Such risks and uncertainties include, among others:
the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the definitive agreement and plan of merger between
Orrstown and Codorus Valley; the outcome of any legal proceedings
that may be instituted against Orrstown or Codorus Valley; delays
in completing the proposed transaction; the failure to obtain
necessary regulatory approvals (and the risk that such approvals
may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the
proposed transaction), or to satisfy any of the other conditions to
the proposed transaction on a timely basis or at all, including the
ability of Orrstown and Codorus Valley to meet expectations
regarding the timing, completion and accounting and tax treatments
of the proposed transaction; the possibility that the anticipated
benefits of the proposed transaction are not realized when expected
or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies or as a result
of the strength of the economy and competitive factors in the areas
where Orrstown and Codorus Valley do business; the possibility that
the proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
the possibility that revenues following the proposed transaction
may be lower than expected; the impact of certain restrictions
during the pendency of the proposed transaction on the parties’
ability to pursue certain business opportunities and strategic
transactions; diversion of management’s attention from ongoing
business operations and opportunities; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed
transaction; the ability to complete the proposed transaction and
integration of Orrstown and Codorus Valley successfully; the
dilution caused by Orrstown’s issuance of additional shares of its
capital stock in connection with the proposed transaction; and the
potential impact of general economic, political or market factors
on the companies or the proposed transaction and other factors that
may affect future results of Orrstown or Codorus Valley. The
foregoing list of factors is not exhaustive. Except to the extent
required by applicable law or regulation, each of Orrstown and
Codorus Valley disclaims any obligation to update such factors or
to publicly announce the results of any revisions to any of the
forward-looking statements included herein to reflect future events
or developments. Further information regarding Orrstown, Codorus
Valley and factors which could affect the forward-looking
statements contained herein can be found in Orrstown’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023,
its Quarterly Report on Form 10-Q for the period ended March 31,
2024, and its other filings with the SEC, and in Codorus Valley’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2023, its Quarterly Report on Form 10-Q for the period ended March
31, 2024, and its other filings with the SEC. SEC filings are
available free of charge on the SEC’s website at www.sec.gov.
For media inquiries or further information, please
contact:
John MossSVP, Director of Marketing and Client Experience,
PeoplesBank717-747-1520jmoss@peoplesbanknet.com
Matthew DyckmanEVP, General Counsel, Orrstown
Bank717-510-7262mdyckman@orrstown.com
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