SOURCE: Riverview Financial Corporation

January 04, 2016 10:36 ET

Riverview Financial Corporation Completes Acquisition of Citizens National Bank of Meyersdale

HARRISBURG, PA--(Marketwired - Jan 4, 2016) -  Riverview Financial Corporation (OTCQX: RIVE) today announced that its acquisition of Citizens National Bank of Meyersdale (Citizens) was completed on December 31, 2015, through a stock and cash transaction. 

Riverview Financial Corporation is the bank holding company of Riverview Bank. Effective December 31, 2015, Citizens merged with and into Riverview Bank. The former Citizens branches will operate under the new name Citizens Neighborhood Bank, a division of Riverview Bank. The combined company will have total assets, loans, and deposits of approximately $536.9 million, $405 million and $448.1 million, respectively. Riverview Bank will continue to operate as a full service commercial bank and provide deposit, personal and business lending, and investment services from 15 locations in Pennsylvania. 

Kirk D. Fox, CEO of Riverview commented, "We are pleased to welcome Citizens' customers, shareholders, and employees to Riverview Financial Corporation. This acquisition creates a presence for Riverview in Somerset County, creating an exciting opportunity to provide our wide range of banking and wealth management services in the Citizens' geographic footprint."

Timothy E. Walters, the President of Citizens commented, "We are very excited about our bright future together and expect that our customers and shareholders will quickly realize the benefits of this business combination." Mr. Walters will become the President of Riverview Financial Wealth Management, a division of Riverview Bank, and will play a major role in further development of the company's wealth management business.

In the merger, Citizens shareholders were permitted to elect to receive either 2.9586 shares of Riverview common stock, $38.46 in cash or a combination of cash and shares of Riverview common stock for each share of Citizens' common stock owned, subject to proration to ensure that no more than 20% of the total number of Citizens shares outstanding receive the cash consideration. All elections were required to be completed by December 16, 2015. 

Total cash elections made exceeded 20% of the outstanding Citizens common stock. As a result, all elections to receive cash consideration will be reduced, on the same percentage basis, so that the total number of Citizens shares receiving cash consideration is equal to 20% of the total number of Citizens shares outstanding. The pro-rated portion of such cash elections will receive the stock consideration.

Citizens' shareholders who made a valid stock election for all or a portion of their shares of Citizens common stock will receive 2.9586 shares of Riverview common stock for all Citizens shares for which they made an election.

Citizens' shareholders who did not make a valid election prior to December 16, 2015 will receive 2.9586 shares of Riverview common stock for each of their shares of Citizens common stock.

Cash in lieu of a fractional Citizens common share will be paid based on a price of $38.46 per Citizens common share.

Citizens' shareholders can contact Computershare, Riverview's transfer agent, at 800-368-5948 beginning January 4, 2016 for information regarding individual pro-ration results.

Ambassador Financial Group, Inc. served as financial advisor to Riverview and rendered a fairness opinion in connection with the transaction, and Barley Snyder LLC served as legal counsel to Riverview. Sandler O'Neill + Partners, L.P. served as financial advisor to Citizens and rendered a fairness opinion. Shumaker Williams, P.C. served as legal counsel to Citizens.

About the Company: Riverview Financial Corporation, headquartered in Harrisburg, PA, is the financial holding company for Riverview Bank and its operating divisions Halifax Bank, Marysville Bank, and Riverview Financial Wealth Management. Riverview operates 14 retail banking offices throughout Dauphin, Berks, Northumberland, Schuylkill, Perry, and Somerset Counties, PA and a Wealth Management Office in Schuylkill County. Review Financial Corporation's shares are traded on the OTCQX Market under the symbol: RIVE. The Company's Investor Relations site can be found at

Forward-Looking Statements

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