Norwood Financial Corp. Announces Extension of UpState New York Bancorp, Inc. Election Deadline

HONESDALE, Pa. and GENEVA, N.Y., May 29, 2020 (GLOBE NEWSWIRE) -- Norwood Financial Corp (NASDAQ: NWFL) ("Norwood"), the holding company for Wayne Bank, Honesdale, Pennsylvania and UpState New York Bancorp, Inc. ("UpState"), the holding company for USNY Bank, Geneva, New York, announced today that the parties to the merger agreement have mutually agreed to extend the deadline by which stockholders of UpState must properly submit election materials (the “Election Deadline”) to Computershare Trust Company, N.A., the exchange agent for the merger.  Due to disruptions and delays in the collection and distribution of election materials resulting from the COVID-19 pandemic, the Election Deadline, which originally was 5:00 p.m., local time, on May 26, 2020, has been extended to 5:00 p.m., local time, on June 22, 2020. 

On January 8, 2020, Norwood, Wayne Bank, UpState and USNY Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Norwood will acquire UpState, with Norwood as the surviving corporation, and USNY Bank will merge with and into Wayne Bank, with Wayne Bank as the surviving bank (the “Bank Merger”). Under the terms of merger, each outstanding share of UpState common stock will be exchanged for 0.9390 shares of Norwood common stock or $33.33 in cash. UpState stockholders may elect cash or stock, or a combination thereof, subject to proration to ensure that, in the aggregate, 10% of UpState shares will be converted into cash and 90% of UpState shares will be converted into Norwood stock.  UpState stockholders may contact UpState’s proxy solicitor, Georgeson, at [phone] (toll-free) with any questions on the election process.

On May 27, 2020, Norwood and UpState jointly announced that the stockholders of both companies approved the Merger Agreement and the merger of UpState with and into Norwood and the Bank Merger, at their respective stockholder meetings held on May 26, 2020. 

About Norwood Financial Corp.

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fifteen offices throughout Northeastern Pennsylvania and twelve offices in the Southern Tier of New York.  The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

About UpState New York Bancorp, Inc.

UpState New York Bancorp, Inc. is the holding company for USNY Bank, a New York chartered bank that conducts its business from its two Bank of the Finger Lakes offices in Geneva and Penn Yan, New York, and two Bank of Cooperstown offices in Cooperstown and Oneonta, New York.