Citizens Financial Services, Inc. Announces Preliminary Results Of Merger Consideration Elections Regarding Pending HV Bancorp, Inc. Merger; HVBC Stockholders Were Entitled To Elect To Receive Either $30.50 In Cash Or 0.4040 Shares Of CZFS Stock

Author: Benzinga Newsdesk | June 13, 2023 09:25am

 Citizens Financial Services, Inc. (NASDAQ:CZFS) ("CZFS") announced today the preliminary results of the elections regarding the merger consideration to be received by stockholders of HV Bancorp, Inc. (NASDAQ:HVBC) ("HVBC") in HVBC's pending merger with CZFS. CZFS and HVBC anticipate closing the transaction on June 16, 2023, subject to the satisfaction of customary closing conditions.

HVBC stockholders were entitled to elect to receive either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock for each share of HVBC common stock and will receive cash in lieu of fractional shares based on the average of the daily closing sales prices of one share of CZFS common stock as reported on Nasdaq for the five consecutive trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.

Based on the preliminary election results and applying the provisions set forth in the merger agreement, whereby 20% of the outstanding shares of HVBC common stock will be exchanged for cash and 80% of the outstanding shares of HVBC common stock will be exchanged for CZFS common stock:

• HVBC stockholders will receive 0.4040 shares of CZFS common stock for each share of HVBC common stock for which they made a valid stock election;
• HVBC stockholders who expressed no preference or did not make a valid election will receive 0.4040 shares of CZFS common stock for each share of HVBC common stock held by them; and
• For HVBC stockholders who made a valid cash election, approximately 45.49% of the shares of HVBC common stock held by such persons will be exchanged for cash at the rate of $30.50 for each HVBC share exchanged and the balance of the HVBC shares held by such persons will be exchanged for CZFS common stock at the rate of 0.4040 shares of CZFS common stock for each HVBC share exchanged.

Of the 2,242,421 shares of HVBC common stock outstanding as of the record date for the election process:

• Holders of 888,303 shares, or 39.61%, elected to receive CZFS common stock;
• Holders of 985,979 shares, or 43.97%, elected to receive cash; and
  • Holders of 368,139 shares, or 16.42%, did not make a valid election or did not express a preference.

Posted In: CZFS HVBC