MANSFIELD, Pa., June 9, 2023
/PRNewswire/ -- Citizens Financial Services, Inc. (NASDAQ: CZFS)
("CZFS") announced today that the exchange ratio for the pending
merger HV Bancorp, Inc. ("HVBC") with and into CZFS has been
finalized at 0.4040 shares of CZFS stock for each share of HVBC
stock. The original exchange ratio has been adjusted from 0.4000
shares of CZFS stock for each share of HVBC stock to 0.4040 shares
of CZFS stock for each share of HVBC stock to reflect the 1% stock
dividend declared on May 30, 2023 by
CZFS and payable on June 30,
2023.
About Citizens Financial Services, Inc.
Citizens Financial Services, Inc. (NASDAQ: CZFS) is a
$2.3 billion bank holding company
conducting business through First Citizens Community Bank.
First Citizens Community Bank operates 33 offices in Pennsylvania, Delaware and New
York. For more details on Citizens Financial Services, Inc.
visit: www.firstcitizensbank.com.
About HV Bancorp, Inc.
HV Bancorp, Inc. (NASDAQ: HVBC) is a bank holding company
headquartered in Doylestown, PA.
Through its wholly owned subsidiary Huntingdon Valley Bank, HVBC
primarily serves communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New
Castle County in Delaware,
and Burlington County in
New Jersey from our executive
office, seven full service bank offices and one limited service
bank office. HVBC also operates six loan production and sales
offices in its geographical footprint. For more details on HV
Bancorp, Inc., please visit: www.myhvb.com.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements about CZFS and HVBC and their
industry involve substantial risks and uncertainties. Statements
other than statements of current or historical fact, including
statements regarding CZFS' or HVBC's future financial condition,
results of operations, business plans, liquidity, cash flows,
projected costs, and the impact of any laws or regulations
applicable to CZFS or HVBC, are forward-looking statements. Words
such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "plans," "projects," "may," "will,"
"should" and other similar expressions are intended to identify
these forward-looking statements. Such statements are subject to
factors that could cause actual results to differ materially from
anticipated results.
Among the risks and uncertainties that could cause actual
results to differ from those described in the forward-looking
statements include, but are not limited to the following: (1) the
businesses of CZFS and HVBC may not be combined successfully, or
such combination may take longer to accomplish than expected; (2)
the cost savings from the merger may not be fully realized or may
take longer to realize than expected; (3) operating costs, customer
loss and business disruption following the merger, including
adverse effects on relationships with employees, may be greater
than expected; (4) the possibility that the merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; (5) diversion of management's
attention from ongoing business operations and opportunities; (6)
the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in the merger within the
expected timeframes or at all and to successfully integrate HVBC's
operations and those of CZFS; (7) such integration may be more
difficult, time consuming or costly than expected; (8) revenues
following the proposed transaction may be lower than expected; (9)
CZFS's and HVBC's success in executing their respective business
plans and strategies and managing the risks involved in the
foregoing; (10) the dilution caused by CZFS's issuance of
additional shares of its capital stock in connection with the
proposed transaction; (11) changes in general economic conditions,
including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; (12) legislative and
regulatory changes; and (13) uncertainty as to the extent of the
duration, scope, and impacts of the COVID-19 pandemic on CZFS, HVBC
and the proposed transaction. Further information about these and
other relevant risks and uncertainties may be found in CZFS' Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, HVBC's Annual Report on Form
10-K for the fiscal year ended December 31,
2022 and in subsequent filings with the Securities and
Exchange Commission ("SEC").
Forward-looking statements speak only as of the date they are
made. CZFS and HVBC do not undertake, and specifically disclaims
any obligation, to publicly release the result of any revisions
which may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. You are cautioned not to place
undue reliance on these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction, CZFS filed with the
SEC a registration statement on Form S-4 that includes a proxy
statement of HVBC that also constitutes a prospectus of CZFS (the
"proxy statement/prospectus"), which proxy statement/prospectus was
mailed or otherwise disseminated to HVBC's shareholders on or about
January 5, 2023. CZFS and HVBC may
also file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN, OR WILL
CONTAIN, IMPORTANT INFORMATION ABOUT CZFS, HVBC AND THE PROPOSED
TRANSACTION. You may obtain a free copy of the registration
statement, including the proxy statement/prospectus and other
relevant documents filed by CZFS and HVBC with the SEC, without
charge, at the SEC's website at www.sec.gov. Copies of the
documents filed by CZFS with the SEC will be available free of
charge on CZFS' website at www.firstcitizensbank.com or by
directing a request to Citizens Financial Services, Inc., 15 S.
Main Street, Mansfield, PA 16933,
attention: Corporate Secretary, (570) 622-2121. Copies of the
documents filed by HVBC with the SEC will be available free of
charge on HVBC's website at www.myhvb.com or by directing a request
to HV Bancorp, Inc., 2005 South Easton Road, Suite 304,
Doylestown, PA 18901, attention:
Corporate Secretary, (267) 280-4000.
No Offer
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
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SOURCE Citizens Financial Services, Inc.