Orrstown Financial Services, Inc. (NASDAQ: ORRF), the holding
company for Orrstown Bank (“Orrstown”), and Codorus Valley Bancorp,
Inc. (NASDAQ: CVLY), the holding company for PeoplesBank, A Codorus
Valley Company (“Codorus Valley”), today announced the successful
completion of their previously announced merger of equals creating
a premier Pennsylvania and Maryland community bank.
"We are excited to move forward as one unified organization,
leveraging our combined strengths to deliver even greater value to
our clients, shareholders, community partners, and employees," said
Thomas R. Quinn, Jr., Orrstown's President and Chief Executive
Officer.
"This merger represents a significant milestone in our shared
journey towards building a stronger, more resilient bank that is
well-positioned for sustainable growth and success," added Craig L.
Kauffman, Orrstown's Executive Vice President and Chief Operating
Officer. Mr. Kauffman formerly served as President and Chief
Executive Officer of PeoplesBank.
Clients Should Continue to Bank as They Normally
Do
The combined organization will initially operate under both the
Orrstown Bank and PeoplesBank brands, and clients will continue to
conduct business through their respective Orrstown Bank and
PeoplesBank branches, websites and mobile apps. As an immediate
benefit, Orrstown Bank and PeoplesBank clients can make withdrawals
free of charge throughout the ATM network of the combined bank.
Full ATM functionality, including deposits, will be available once
the systems and services of Orrstown Bank and PeoplesBank are
combined, which is expected in November 2024. Orrstown Bank clients
can find additional information at www.orrstown.com, and
PeoplesBank clients can find additional information at
www.peoplesbanknet.com.
Name, Branding, Headquarters and Markets
The combined company will trade on the Nasdaq Global Select
Market under the Orrstown ticker symbol "ORRF" and operate under
the "Orrstown Financial Services, Inc." name. The combined bank
will operate under the "Orrstown Bank" name once the systems and
services of Orrstown Bank and PeoplesBank are combined, which is
expected in November 2024. Until then, PeoplesBank will continue to
serve its clients and conduct its business under the PeoplesBank
brand name, while operating as a division of Orrstown Bank.
The administrative headquarters of the combined company will be
located in Harrisburg, PA, and the operations center of the
combined company will be located in York, PA.
Board of Directors
The combined company's Board of Directors will consist of
thirteen members, with seven directors from Orrstown and six
directors from Codorus Valley:
- Sarah M. Brown
- Brian D. Brunner
- Scott V. Fainor
- Cindy J. Joiner
- John W. Giambalvo
- Craig L. Kauffman
- Mark K. Keller
- J. Rodney Messick
- Thomas R. Quinn, Jr.
- Michael J. Rice
- Eric A. Segal
- Glenn W. Snoke
- Joel R. Zullinger
Closing Details
At the effective time of the merger on July 1, 2024, each
outstanding share of Codorus Valley common stock was converted into
the right to receive 0.875 shares of Orrstown common stock. Former
Codorus Valley shareholders collectively represent approximately
44% of the combined company. Shares of Codorus Valley common stock
ceased trading prior to the opening of the NASDAQ Global Market
Stock Market on July 1, 2024.
Advisors
Raymond James & Associates, Inc. acted as financial advisor
to Orrstown and delivered a fairness opinion to the Board of
Directors of Orrstown. Goodwin Procter LLP served as legal counsel
to Orrstown.
Keefe, Bruyette & Woods, A Stifel Company, acted as
financial advisor to Codorus Valley in the transaction and
delivered a fairness opinion to the Board of Directors. Holland
& Knight LLP served as legal counsel to Codorus Valley.
About Orrstown
Orrstown Financial Services, Inc. and its wholly owned
subsidiary, Orrstown Bank, provide a wide range of consumer and
business financial services in Adams, Berks, Cumberland, Dauphin,
Franklin, Lancaster, Perry, and York Counties, Pennsylvania and
Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland,
as well as Baltimore City, Maryland. The Company's lending area
also includes adjacent counties in Pennsylvania and Maryland, as
well as Loudon County, Virginia and Berkeley, Jefferson and Morgan
Counties, West Virginia. Orrstown Bank is an Equal Housing Lender
and its deposits are insured up to the legal maximum by the FDIC.
Orrstown Financial Services, Inc.'s common stock is traded on the
NASDAQ Global Select Market under the symbol "ORRF."
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and the future performance of Orrstown.
Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "plans," "projects," "could," "may,"
"should," "will" or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on Orrstown's current
expectations and assumptions regarding Orrstown's and Codorus
Valley's businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and
occurrences, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict. Any number
of risks, uncertainties, or other factors could affect Orrstown's
future financial results and performance and could cause actual
results or performance to differ materially from anticipated
results or performance. Such risks and uncertainties include, among
others: the outcome of any legal proceedings that may be instituted
against Orrstown; the possibility that the anticipated benefits of
the proposed transaction are not realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy and competitive factors in the areas where Orrstown
does business; the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; the possibility that revenues
following the transaction may be lower than expected; the impact of
certain restrictions during the pendency of the transaction on
Orrstown's ability to pursue certain business opportunities and
strategic transactions; diversion of management's attention from
ongoing business operations and opportunities; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; the ability to complete the integration of
Orrstown and Codorus Valley successfully; the dilution caused by
Orrstown's issuance of additional shares of its capital stock in
connection with the transaction; and the potential impact of
general economic, political or market factors on the companies or
the transaction and other factors that may affect future results of
Orrstown. The foregoing list of factors is not exhaustive. Except
to the extent required by applicable law or regulation, Orrstown
disclaims any obligation to update such factors or to publicly
announce the results of any revisions to any of the forward-looking
statements included herein to reflect future events or
developments. Further information regarding Orrstown and factors
which could affect the forward-looking statements contained herein
can be found in Orrstown's Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, its Quarterly Report on Form
10-Q for the period ended March 31, 2024, and its other filings
with the SEC. SEC filings are available free of charge on the SEC's
website at www.sec.gov.
For media inquiries or further information, please
contact:
John Moss SVP, Director
of Marketing and Client Experience, Orrstown Bank
717-747-1520 jmoss@orrstown.com
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