Transaction Highlights:
- Merger of Equals transaction creating a premier
Pennsylvania andMaryland community bank with approximately$5.2 billion in assets and a market capitalization of approximately$460 million - The combined company will have 51 branches serving attractive markets throughout a contiguous footprint in
Central andEastern Pennsylvania and theGreater Baltimore, Maryland area - Closely aligned corporate cultures and operating philosophies with a continued focus on, and presence in, our combined communities
- Deep commitment to the community banking business model
- Administrative headquarters located in
Harrisburg, PA - Operations center located in
York, PA - Charitable foundations will continue to maintain positive impact on the communities served by each bank for over 100 years
- Strong pro forma profitability and enhanced trading liquidity create significant value for shareholders
- Closing expected to occur in the third quarter of 2024
Transaction Details
Under the terms of the definitive agreement, which was unanimously approved by the Boards of Directors of both companies, each outstanding share of Codorus Valley common stock will be exchanged for the right to receive 0.875 shares of Orrstown common stock. As a result of the transaction, Orrstown shareholders will own approximately 56% of the outstanding shares of the combined company and Codorus Valley shareholders will own approximately 44% of the outstanding shares of the combined company.
The combined company will trade on the Nasdaq Global Select Market under the Orrstown ticker symbol "ORRF". The combined company will operate under the "
The administrative headquarters of the combined company will be located in
The combined company will serve an attractive, contiguous footprint throughout
Governance and Leadership
The combined company's Board of Directors will consist of seven directors from Orrstown and six directors from Codorus Valley.
Timing and Approvals
The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Orrstown and Codorus Valley shareholders.
Codorus Valley directors and executive officers have entered into agreements with Orrstown pursuant to which they have committed to vote their shares of Codorus Valley common stock in favor of the merger of Codorus Valley with and into Orrstown. Orrstown directors and executive officers have entered into agreements with Codorus Valley pursuant to which they have committed to vote their shares of Orrstown common stock in favor of the issuance of Orrstown shares to Codorus Valley shareholders in the merger.
For additional information about the proposed merger of Codorus Valley with and into Orrstown, shareholders are encouraged to carefully read the definitive agreement that will be filed with the
Advisors
Investor Presentation Details
A presentation regarding the merger announcement will be filed with the
For media inquiries or further information, please contact:
VP, Director of Marketing and Client Experience,
717-747-1520
jmoss@peoplesbanknet.com
EVP, General Counsel,
717-510-7262
mdyckman@orrstown.com
About Orrstown
About Codorus Valley
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 shareholder approvals, 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
No Offer or Solicitation
This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Orrstown, Codorus Valley or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.
Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, Orrstown intends to file a registration statement on Form S-4 with the
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of Orrstown may be deemed to be participants in the solicitation of proxies from the shareholders of Orrstown in connection with the proposed transaction. Information about Orrstown's directors and executive officers is included in the proxy statement for its 2023 annual meeting of Orrstown's shareholders, which was filed with the
The directors, executive officers and certain other members of management and employees of Codorus Valley may also be deemed to be participants in the solicitation of proxies in connection with the proposed transaction from the shareholders of Codorus Valley. Information about the directors and executive officers of Codorus Valley is included in the proxy statement for its 2023 annual meeting of Codorus Valley shareholders, which was filed with the
Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as described above.
Source:
2023 GlobeNewswire, Inc., source