Norwood Financial Corp. to Acquire UpState New York Bancorp, Inc. - Seite 2

Based on Norwood’s January 8, 2020 closing price of $38.93 per share, the transaction is valued at approximately $80.00 million. The transaction value represents 176.8% of UpState’s tangible book value at September 30, 2019, 16.1 times UpState's earnings per share for the latest twelve months ended September 30, 2019, and a 13.1% core deposit premium.

Lewis J. Critelli, President and Chief Executive Officer of Norwood will remain as President and Chief Executive Officer of the combined company. All members of the Executive Management team of Norwood and Wayne Bank will continue in their current positions.

UpState directors Jeffrey S. Gifford and Alexandra K. Nolan will be appointed to the boards of directors of Norwood and Wayne Bank. In addition, the other directors of UpState will be invited to join a regional advisory board. UpState President and CEO R. Michael Briggs will enter into a consulting agreement with Wayne Bank.  Norwood will retain the brand names of USNY’s two units, Bank of the Finger Lakes and Bank of Cooperstown, and will also retain USNY’s administration center in Geneva, New York. Scott D. White, unit President of Bank of Cooperstown, and Jeffrey E. Franklin, unit President of Bank of the Finger Lakes, will also remain in place as executives of their units.

It is expected that the merger may be consummated early in the third quarter of 2020 and is subject to certain closing conditions, including receiving requisite regulatory approvals and the approval of Norwood’s and UpState’s shareholders. The transaction is expected to be approximately 18.0% accretive to Norwood’s earnings in 2021, the first full year of operations.
 
Norwood has prepared an investor presentation on the transaction that can be accessed on Norwood's website at www.waynebank.com/stockholder-services.

The Kafafian Group, Inc. acted as financial advisor to Norwood and provided a fairness opinion to the board of directors of Norwood in connection with the transaction.  Boenning & Scattergood, Inc. acted as financial advisor to UpState and provided a fairness opinion to the board of directors of UpState in connection with the transaction. Jones Walker, LLP, Washington, D.C., served as legal counsel for Norwood and Stevens & Lee, P.C. served as legal counsel for UpState.