SOURCE: Riverview Financial Corporation

October 30, 2014 17:26 ET

Riverview Financial Corporation to Acquire Citizens National Bank of Meyersdale

HALIFAX, PA--(Marketwired - Oct 30, 2014) - Riverview Financial Corporation ("Riverview Financial") (OTCQX: RIVE), bank holding company of Riverview Bank, and Citizens National Bank of Meyersdale ("Citizens National"), have announced the execution of an agreement and plan of merger (the "Agreement") pursuant to which Citizens National will merge with and into Riverview Bank. Riverview Financial has consolidated assets of $435 million. Its wholly-owned banking subsidiary, Riverview Bank, a Pennsylvania state-chartered bank headquartered in Halifax, Pennsylvania, operates fifteen community bank offices in the counties of Berks, Cumberland, Dauphin, Northumberland, Perry, and Schuylkill. Citizens National, with assets of $76 million, is a nationally-chartered bank headquartered in Meyersdale, Pennsylvania, with two locations in Somerset County. After the transaction is completed, the combined entity is projected to have over $500 million in assets and 17 banking locations.

The joint announcement was made today by Kirk D. Fox, President of Riverview Financial, and Timothy E. Walters, President of Citizens National.

The transaction is valued at $8 million. Under the terms of the Agreement, Citizens National shareholders may elect to receive in exchange for each share of CZNS common stock they own either $38.46 cash or 2.9586 shares of RIVE common stock. This consideration is subject to election and allocation procedures designed to result in transaction consideration that is not greater than 20% cash. The transaction value was calculated based on a $13.00 per share stock price for Riverview Financial common stock.

In connection with the merger, Citizens National will become an operating division of Riverview Bank, but will retain its historic Citizens name. Timothy E. Walters will become Regional President of the Citizens operating division and play a major role in further developing Riverview's wealth management efforts. Seats on the Riverview Financial and Riverview Bank boards will be offered to Citizens' directors Timothy E. Resh and Frances A. Bedekovic. Additionally, Robert M. Philson will be designated as Director Emeritus of the Riverview boards.

"We are thrilled to welcome Citizens in becoming a part of Riverview," said Fox. "Together we will continue to grow, create value for our shareholders and consistently provide high quality service to our customers and the communities in which we serve. As a true community bank, we are excited to enter Somerset County and offer our full-line of banking and wealth management products to the existing and potential customer base of Citizens."

Walters, President of Citizens National, said, "At its core, the decision to join Citizens with Riverview was based upon a remarkably similar culture and mission of providing unparalleled customer service and superior financial products to our loyal community banking customers. The Board of Directors and I are extremely energized by the potential that exists in the affiliation with Riverview for our shareholders, customers and employees."

The merger is subject to closing conditions enumerated in the Agreement, including receipt of regulatory approvals and the approval of Citizen National's shareholders. Riverview Financial anticipates that the transaction will close by the end of the first quarter of 2015.

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

About Riverview Financial and Riverview Bank

Riverview Financial Corporation is the bank holding company for Riverview Bank, headquartered in Halifax, Pennsylvania and operating fifteen community banking offices located in counties of Berks, Cumberland, Dauphin, Northumberland, Perry, and Schuylkill. Riverview Financial trades on the OTCQX under the symbol "RIVE." For more information about Riverview Financial Corporation and Riverview Bank, visit its website at www.riverviewbankpa.com.

This news release may contain "forward-looking statements" which are made in good faith by Riverview Financial or Citizens National. These forward-looking statements include statements with respect to Riverview Financial's or Citizens National's strategies, goals, beliefs, expectations, estimates, intentions, financial condition, results of operations, future performance and business. Statements preceded by, followed by or that include the words "may," "could," "should," "pro forma," "looking forward," "would," "believe," "expect," "anticipate," "estimate," "intend," "plan" or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important economic, regulatory, legal and technological factors, among other, could cause Riverview Financial's or Citizen National's financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. Riverview Financial cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact that any future acquisition may have on Riverview Financial and any such forward-looking statement. Neither Riverview Financial nor Citizens National undertakes to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of Riverview Financial or Citizens National.

The following disclosure is made in accordance with Rule 165 of the Securities and Exchange Commission:

Additional Information About The Transaction and Where to Find It

The proposed transaction will be submitted to the shareholders of Citizens National for their consideration and approval. In connection with the proposed transaction, Riverview Financial will be filing with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to be distributed to the shareholders of Citizens National. Investors are urged to read the registration statement and the proxy statement/prospectus regarding the proposed transaction 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. Investors will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Riverview Financial and Citizens National, free of charge from the SEC's Internet site (www.sec.gov), by contacting Riverview Financial at 717-827-4041or by contacting Citizens National at 814-634-5941. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.

Participants in The Transaction

The directors, executive officers, and certain other members of management and employees of Citizens National are participants in the solicitation of proxies in favor of the merger from the shareholders of Citizens National. Information regarding the directors and executive officers of Riverview Financial and Citizens National, and the interests of such participants, will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC if and when they become available.

This document is not an offer to sell shares of RIVE's securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.