Norwood Financial Corp. and Delaware Bancshares, Inc. Announce Shareholder Approval of Proposed Merger
June 24 2016 - 2:47PM
Norwood Financial Corp. (NASDAQ:NWFL) (“Norwood”), the holding
company for Wayne Bank, Honesdale, Pennsylvania and Delaware
Bancshares, Inc. (OTCPK:DBAI) (“Delaware”), the holding company for
NBDC Bank, Walton, New York, jointly announced that Delaware
shareholders have approved the proposed merger of Delaware with and
into Norwood at the special meeting of Delaware shareholders held
today. As previously announced, all required regulatory
approvals have also been received. Subject to the
satisfaction of the remaining closing conditions, the merger is
expected to close in the third quarter.
“Our shareholders have overwhelmingly approved the
merger with Norwood,” James S. Stracuzzi, President and Chief
Executive Officer of Delaware stated. “We are very excited
about the potential benefits of the merger for our employees and
customers as well as for the value being created for our
shareholders.”
“We are very pleased with the strong show of
support from Delaware’s shareholders for the merger. We
believe that the combination of our organizations will create a
better bank for our customers and the communities we serve,”
commented Lewis J. Critelli, President and Chief Executive Officer
of Norwood.
Under the merger agreement, Delaware shareholders
have been given the opportunity to elect to receive for each share
of Delaware common stock they own, either 0.6221 shares of Norwood
common stock or $16.68 in cash or a combination of both, subject to
proration and allocation procedures intended to ensure that 75% of
the outstanding Delaware shares are converted to Norwood common
stock and 25% are converted to cash. The deadline for such
elections is the close of business today. The results of the
Delaware shareholder elections are expected to be announced
shortly.
About Norwood Financial Corp.
Headquartered in Honesdale, Pennsylvania, Norwood
Financial Corp. operates 15 offices within Wayne, Pike, Monroe and
Lackawanna counties, Pennsylvania. As of March 31, 2016,
Norwood Financial Corp. had total assets of $760.1 million, total
loans receivable of $565.8 million, total deposits of $560.5
million and total stockholders’ equity of $102.7 million.
Norwood Financial Corp. stock trades on the NASDAQ Global Market
under the trading symbol “NWFL.”
About Delaware Bancshares,
Inc.
Delaware Bancshares, Inc. is the holding company
for NBDC Bank, a national bank that conducts its business from its
main office in Walton, New York and 11 branch offices, in the New
York counties of Sullivan and Delaware. As of March 31, 2016,
Delaware Bancshares, Inc. had total assets of $383.4 million, total
net loans of $114.2 million, total deposits of $332.1 million and
total stockholders’ equity of $23.1 million. Delaware
Bancshares, Inc. stock trades on the OTC Pink Marketplace under the
symbol “DBAI”.
Cautionary Note Regarding Forward-Looking
Statements
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, customer and employee relationships may be disrupted by
the merger, the ability to obtain regulatory and shareholder
approvals, and difficulties in integrating NBDC Bank into Wayne
Bank, as well as factors discussed in documents filed by Norwood
Financial Corp. with the SEC from time to time. Neither
Norwood Financial Corp. nor Delaware Bancshares, 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 Delaware Bancshares, Inc.
Contact: Lewis J. Critelli
President and Chief Executive Officer
Norwood Financial Corp.
570-253-1455
James S. Stracuzzi
President and Chief Executive Officer
Delaware Bancshares, Inc.
607-865-3200
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