HV Bancorp, Inc.: M&A transaction — HV Bancorp completes merger with Citizens Financial Services; shares converted to cash/stock

HV Bancorp, Inc.

Each HVBC share exchanged for $30.50 cash or 0.4040 CZFS shares; 80% stock/20% cash proration applied.
Total consideration: ~723,068 CZFS shares and ~$13.65M cash to HVBC shareholders.
Company common stock delisted from NASDAQ as of June 20, 2023; registration to be terminated.
HV Bancorp ceased to exist as a separate entity; CZFS is the surviving corporation.

item 2.01 item 3.03 item 5.01 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HV Bancorp, Inc.: Company's articles of incorporation and bylaws ceased to be in effect due to merger; surviving entity's governing documents remain in effect.

Change: bylaw amendment

Exact text from the filing

As of the Effective Time, the articles of incorporation of the Company and the bylaws of the Company ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

HV Bancorp, Inc. completed an acquisition involving Citizens Financial Services, Inc. for each share of Company common stock converted into the right to receive either $30.50 in cash or 0.4040 shares of CZFS common stock, with elections subject to pr (closed 2023-06-16).

Action: acquisition
Counterparty: Citizens Financial Services, Inc.
Consideration: each share of Company common stock converted into the right to receive either $30.50 in cash or 0.4040 shares of CZFS common stock, with elections subject to pr
Closing: 2023-06-16

Exact text from the filing

time of the Merger (the “Effective Time”) , each share of Company common stock was converted into the right to receive, subject to the election of the holder, either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock (as adjusted for a stock dividend), with cash payable in lieu of any fractional shares. Elections were subject to proration

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Source: SEC EDGAR

accession 0000943374-23-000251

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