Latest news with #NorwoodFinancial
Yahoo
11-07-2025
- Business
- Yahoo
Pennsylvania banks to merge in $54.9M deal
This story was originally published on Banking Dive. To receive daily news and insights, subscribe to our free daily Banking Dive newsletter. Honesdale, Pennsylvania-based Norwood Financial Corp. has agreed to buy in-state peer Coatesville-based PB Bankshares and its subsidiary, Presence Bank, in a deal valued at $54.9 million, the companies announced Monday. Following the transaction, the combined entity will have $3 billion in assets and expand Norwood's subsidiary, Wayne Bank, by adding four branches to the acquirer's existing 30-branch network in central and southeastern Pennsylvania. The deal is expected to close late in the fourth quarter of 2025 or early in the first quarter of 2026, the companies said. 'Presence is a growing and respected institution located within the most demographically attractive markets in Pennsylvania,' James O. Donnelly, CEO of Norwood, said in a statement. 'Joining these institutions provides Wayne Bank with the opportunity to deepen Presence Bank's relationships with its customers, given our broader product mix and larger balance sheet.' The deal is a combination of 80% stock and 20% cash. Presence shareholders can choose either 0.7850 shares of Norwood common stock per Presence share or $19.75 in cash per Presence share, the companies said. All Presence stock options will be cashed out upon completion of the merger. After the merger, Presence Bank will merge into Wayne Bank. The deal value was determined based on Norwood's share price as of July 3 and reflects 106.6% of Presence's tangible book value as of March 31, and a 2.3% core deposit premium. Presence shareholders receiving stock will get quarterly dividends of roughly $0.24 per share, representing a 3.6% yield. Following the merger's completion, Presence shareholders will own roughly 14% of the combined company. The deal is expected to be roughly 10% accretive to earnings per share in 2026 while leading to a 4.2% tangible book value dilution at closing and a tangible book value earn back period of 2½ years. Analysts at Stephens view Presence as a 'growth story in high quality southeast PA markets with a 5 yr. asset growth.' Under the terms of the deal, two non-employee Presence Bank board members will join the Norwood and Wayne Bank boards – one for a two-year term and the other for a three-year term. Janak Amin, CEO of Presence, will join Wayne Bank as executive vice president and chief operating officer. Additionally, selected Presence executives will remain with Norwood, the companies said. Amin said the deal 'will result in an enhanced customer experience for our commercial base and the opportunity to augment the retail portion of our business with their product set and consumer verticals.' Recommended Reading California banks merge in $233.6M deal Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
08-07-2025
- Business
- Yahoo
Pennsylvania's Norwood Financial and PB Bankshares announce merger
Norwood Financial and PB Bankshares, both based in Pennsylvania, have sealed a merger deal valued at around $54.9m. The deal will see PB Bankshares integrate into Norwood Financial, strengthening the latter's presence in Central and Southeastern Pennsylvania. Besides, PB Bankshares' subsidiary Presence Bank will merge into Norwood Financial subsidiary Wayne Bank, resulting in a combined entity with approximately $3bn in assets. Norwood Financial and PB Bankshares reported total assets of $2.4bn and $467m, respectively, as of 31 March 2025. Wayne Bank operates 30 branches across Pennsylvania and New York, while Presence Bank has four branches and a loan production office in Central and Southeastern Pennsylvania. The transaction is due to be finalised in late 2025 or early 2026, contingent on regulatory approvals, PB Bankshares' shareholder consent, and other standard closing conditions. The merger terms specify that 80% of PB Bankshares' common shares will be exchanged for Norwood Financial stock, while the remaining 20% will be converted to cash. Shareholders can choose to receive either 0.7850 shares of Norwood Financial stock or $19.75 in cash per share, with adjustments to maintain the stock consideration ratio. Norwood Financial president, CEO and director James Donnelly said: 'I am very pleased to announce our merger with Presence Bank, a nearly 106-year-old institution which shares the same values, culture, and commitment to high quality customer service found at Wayne Bank. 'Presence is a growing and respected institution located within the most demographically attractive markets in Pennsylvania.' Presence president, CEO and director Janak Amin said: 'We are equally excited for this strategic partnership and the opportunity to gain market share in Central and Southeastern Pennsylvania. 'We have admired the leadership of Jim and his team, the similar culture and values we share, and the reputation of Wayne Bank as a premier Pennsylvania-based community bank.' "Pennsylvania's Norwood Financial and PB Bankshares announce merger" was originally created and published by Retail Banker International, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
08-07-2025
- Business
- Yahoo
Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc.
HONESDALE, Pa. and COATESVILLE, Pa., July 07, 2025 (GLOBE NEWSWIRE) -- Norwood Financial Corp ('Norwood Financial') (NASDAQ: NWFL), headquartered in Honesdale, Pennsylvania, and PB Bankshares, Inc. ('Presence') (NASDAQ: PBBK), headquartered in Coatesville, Pennsylvania, jointly announced today that both companies' boards of directors have unanimously approved an agreement and plan of merger (the 'Agreement') pursuant to which Presence will merge with and into Norwood. Norwood Financial is the bank holding company for Wayne Bank, which operates 30 banking offices in Pennsylvania and New York. As of March 31, 2025, Norwood Financial had consolidated assets of $2.4 billion. Presence is the bank holding company for Presence Bank, which operates four banking offices, one loan production office and one administration office in Central and Southeastern Pennsylvania. Presence had assets of $467 million as of March 31, 2025. In connection with the merger of the holding companies, Presence's subsidiary, Presence Bank, will be merged into Wayne Bank. The combined company will have approximately $3.0 billion in assets and will be a premier Pennsylvania community bank operating in Northeastern, Central and Southeastern Pennsylvania. This strategic combination represents a substantial expansion of Norwood Financial's geographic footprint into higher growth markets in Central and Southeastern Pennsylvania, while enhancing Presence Bank's capacity to provide exceptional service and solutions to its existing customers in the markets it serves. A joint announcement of the transaction was made today by James O. Donnelly, President, CEO and Director of Norwood Financial, and Janak M. Amin, President, CEO and Director of Presence. Mr. Donnelly stated, 'I am very pleased to announce our merger with Presence Bank, a nearly 106-year-old institution which shares the same values, culture, and commitment to high quality customer service found at Wayne Bank.' He continued, 'Presence is a growing and respected institution located within the most demographically attractive markets in Pennsylvania. Joining these institutions provides Wayne Bank with the opportunity to deepen Presence Bank's relationships with its customers, given our broader product mix and larger balance sheet. We look forward to working with Janak and his team to improve the financial lives of the businesses and individuals operating in Presence Bank's communities.' 'We are equally excited for this strategic partnership and the opportunity to gain market share in Central and Southeastern Pennsylvania' commented Mr. Amin who will be joining Wayne Bank as Executive Vice President and Chief Operating Officer upon closing of the transaction. 'We have admired the leadership of Jim and his team, the similar culture and values we share, and the reputation of Wayne Bank as a premier Pennsylvania-based community bank. This combination will provide our customers and communities with greater access to additional products and services. This will result in an enhanced customer experience for our commercial base and the opportunity to augment the retail portion of our business with their product set and consumer verticals.' Under the terms of the merger agreement, 80% of Presence's common shares will be converted into Norwood Financial common stock while the remaining 20% will be exchanged for cash. Presence's shareholders will have the option to elect to receive either 0.7850 shares of Norwood Financial common stock or $19.75 in cash for each common share of Presence they own. The election is subject to proration to ensure that, in the aggregate, 80% of the transaction consideration will be paid in the form of Norwood Financial common stock. All options to purchase Presence's common stock will be cashed out upon completion of the merger. Based on the closing price $26.65 for Norwood Financial Common Stock on July 3, 2025, the transaction would have an aggregate value of approximately $54.9 million. The purchase price reflects a multiple of 106.6% of Presence's March 31, 2025, tangible book value and a 2.3% core deposit premium. Following completion of the transaction, Presence shareholders who elect to receive common stock share consideration will receive a quarterly cash dividend equal to approximately $0.24 per Norwood Financial share of common stock based on Norwood Financial's current quarterly dividend of $0.31 per share of common stock. This dividend reflects a yield of 3.6% based on Norwood Financial's closing price of $26.65 on July 3, 2025. Holders of Presence's common stock prior to the consummation of the merger will own approximately 14% of Norwood Financial's common stock outstanding immediately following the completion of the merger. The merger is expected to be approximately 10% accretive to earnings per share in 2026, while resulting in 4.2% tangible book value dilution as of the closing date and a tangible book value earn back of 2.5 years. The parties have agreed that two non-employee Presence Bank board members will be joining the Norwood Financial and Wayne Bank boards, with one member joining for a term of two years and the other joining for three years. Concurrent with the entering into of the Agreement, Presence President and CEO, Janak M. Amin, entered into an Employment Agreement and a Non-Competition and Non-Solicitation agreement with Norwood Financial and Wayne Bank. In addition, selected Presence executives are expected to continue employment with Norwood Financial moving forward. The merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by Presence's shareholders. It is expected that the transaction will close in either late 4th quarter of 2025 or early 1st quarter of 2026. Janney Montgomery Scott LLC is serving as financial advisor and rendered a fairness opinion to Norwood Financial and Jones Walker LLP, Washington, DC, and Meeks Butera & Israel PLLC are serving as Norwood Financial's legal counsel. Stephens Inc. is serving as financial advisor and rendered a fairness opinion to Presence and Barley Snyder LLP is serving as Presence's legal counsel. About Norwood Financial Corp Norwood Financial Corp, through its subsidiary, Wayne Bank operates sixteen offices in Northeastern Pennsylvania and fourteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. As of March 31, 2025, Norwood Financial had total assets of $2.4 billion, loans outstanding of $1.8 billion, total deposits of $2.0 billion and total equity capital of $221 million. The Company's stock is traded on the Nasdaq Global Market under the symbol 'NWFL'. About PB Bankshares, Inc. PB Bankshares, Inc. is the holding company for Presence Bank. Presence Bank was founded in 1919 and currently operates four banking offices and one loan production office in Chester, Lancaster and Dauphin Counties, Pennsylvania. Cautionary Notes on Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Norwood Financial and Presence, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Norwood Financial and Presence's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Norwood Financial and Presence may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected; operating costs, customer loss and business disruption following the merger may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger or otherwise; the stockholders of Presence may fail to approve the merger; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Norwood Financial's reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's website at All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Norwood Financial or Presence or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Norwood Financial and Presence do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made. Additional Information about the Proposed Transaction Norwood Financial intends to file with the SEC a Registration Statement on Form S-4 relating to the proposed merger, which will include a prospectus for the offer and sale of Norwood Financial common stock as well as the proxy statement of Presence for the solicitation of proxies from its shareholders for use at the meeting at which the merger will be considered. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF PRESENCE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the registration statement, including the proxy statement/prospectus (when it becomes available) and other relevant documents filed by Norwood Financial with the SEC, without charge, at the SEC's website at Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to Norwood Financial Corp, 717 Main Street, Honesdale, Pennsylvania 18431, attention: John M. McCaffery (570) 253-1455, or PB Bankshares, Inc., 185 East Lincoln Highway, Coatesville, Pennsylvania 19320, attention: Mackenzie Jackson, Corporate Secretary, (610) 384-8282. Norwood Financial, Presence and their respective directors and executive officers may, under the rules of the SEC, be deemed to be 'participants' in the solicitation of proxies from shareholders of Presence in connection with the proposed merger. Information concerning the interests of the persons who may be considered 'participants' in the solicitation will be set forth in the proxy statement/prospectus relating to the Transaction. Information concerning Norwood Financial's directors and executive officers, including their ownership of Norwood Financial common stock, is set forth in its proxy statement previously filed with the SEC on March 18, 2025. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. You may obtain free copies of these documents from Norwood Financial or Presence using the sources indicated above. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, 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 made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. For more Information please contact: Norwood Financial M. McCafferyEVP & Chief Financial Officer(570) 253-1455 PB Bankshares, M. AminPresident & CEO(610) 384-8282 Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Globe and Mail
08-07-2025
- Business
- Globe and Mail
PBBK Stock Alert: Halper Sadeh LLC Is Investigating Whether the Sale of PB Bankshares, Inc. Is Fair to Shareholders
Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of PB Bankshares, Inc. (NASDAQ: PBBK) to Norwood Financial Corp is fair to PB Bankshares shareholders. Under the terms of the proposed transaction, PB Bankshares' shareholders will have the option to elect to receive either 0.7850 shares of Norwood common stock or $19.75 in cash for each common share of PB Bankshares they own. The election is subject to proration to ensure that, in the aggregate, 80% of the transaction consideration will be paid in the form of Norwood common stock. Halper Sadeh encourages PB Bankshares shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or sadeh@ or zhalper@ The investigation concerns whether PB Bankshares and its board of directors violated the federal securities laws and/or breached their fiduciary duties to shareholders by failing to, among other things: (1) obtain the best possible consideration for PB Bankshares shareholders; (2) determine whether Norwood is underpaying for PB Bankshares; and (3) disclose all material information necessary for PB Bankshares shareholders to adequately assess and value the merger consideration. On behalf of PB Bankshares shareholders, Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits. We would handle the action on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses. Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors. Attorney Advertising. Prior results do not guarantee a similar outcome.
