Norwood Financial Corp Completes Acquisition of UpState New York Bancorp, Inc.

HONESDALE, Pa., July 07, 2020 (GLOBE NEWSWIRE) -- Norwood Financial Corp (NASDAQ Global Market: NWFL) (“Norwood”), the holding company for Wayne Bank, announced today that that it had completed its acquisition of UpState New York Bancorp, Inc. (“UpState”) and its wholly-owned subsidiary, USNY Bank effective as of July 7, 2020. USNY Bank has been merged into Wayne Bank. At their election, UpState shareholders are receiving either $33.33 in cash or 0.9390 shares of Norwood common stock for each share of UpState common stock held subject to the allocation and proration procedures set forth in the Merger Agreement. In addition, under the terms of the Merger Agreement, UpState shareholders will receive an additional $0.67 per share in cash for each share of UpState common stock held. In lieu of fractional shares of Norwood common stock, UpState shareholders will receive cash at the rate of approximately $24.02 per share of Norwood common stock. Shareholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration to which they are entitled.

Of the 2,208,000 shares of UpState common stock outstanding, 835,878 shares, or approximately 37.9% of UpState shares outstanding, elected to receive Norwood Financial common stock; 1,065,110 shares, or approximately 48.2%, elected to receive cash; and 307,012 shares, or approximately 13.9%, submitted elections expressing no preference as to the form of merger consideration to be received or did not make, or failed to submit, a valid election. Based on this information, UpState shareholders who made valid elections to receive the cash consideration will receive the cash consideration for approximately 20.73% of their shares subject to such election, with the balance of such elections being satisfied with stock consideration, and UpState shareholders who made valid elections to receive the stock consideration will receive stock consideration for 100% of their shares subject to such election. UpState shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive stock consideration for 100% of their shares.