8-K filed June 16, 2023, 7:59 PM ET ticker CZFS CIK 0000739421

M&A confidence high sentiment neutral materiality 0.65

CITIZENS FINANCIAL SERVICES INC (CZFS): M&A transaction — Citizens Financial Services completes acquisition of HV Bancorp, issuing 723k shares and $13.65M cash

CITIZENS FINANCIAL SERVICES INC

Each HVBC share converted into $30.50 cash or 0.4040 CZFS shares; proration yielded 80% stock, 20% cash.
Total consideration: 723,068 CZFS shares plus ~$13.65 million in cash to former HVBC holders.
Robert J. Marino (ex-HVBC President) joined CZFS board and appointed Chief Revenue Officer & Senior EVP of FCCB.
John D. Behm, former HVBC director, appointed to FCCB board; board expands to 13 (CZFS) and 16 (FCCB).
Merger expands CZFS/FCCB footprint into Montgomery, Bucks, Philadelphia (PA), New Castle (DE), and Burlington (NJ) counties.

item 2.01 item 5.02 item 9.01

Executive movements

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Appointed

John D. Behm

Director

CZFS · CITIZENS FINANCIAL SERVICES INC

Effective: 2023-06-16
Filed: June 16, 2023, 7:59 PM ET

appointed Mr. Marino and John D. Behm to the FCCB Board.

Appointed

Robert J. Marino

Director

CZFS · CITIZENS FINANCIAL SERVICES INC

Effective: 2023-06-16
Filed: June 16, 2023, 7:59 PM ET

appointed Mr. Marino and John D. Behm to the FCCB Board.

Appointed

Robert J. Marino

Director

CZFS · CITIZENS FINANCIAL SERVICES INC

Effective: 2023-06-16
Filed: June 16, 2023, 7:59 PM ET

the Board ... increased the number of directors that comprise the Board to 13 directors, an increase of one, and appointed Robert J. Marino, former President of HVBC, to the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

John D. Behm was appointed as Director at CITIZENS FINANCIAL SERVICES INC.

Action: appointed
Role: Director

Exact text from the filing

appointed Mr. Marino and John D. Behm to the FCCB Board.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert J. Marino was appointed as Director at CITIZENS FINANCIAL SERVICES INC.

Action: appointed
Role: Director

Exact text from the filing

appointed Mr. Marino and John D. Behm to the FCCB Board.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert J. Marino was appointed as Director at CITIZENS FINANCIAL SERVICES INC.

Action: appointed
Role: Director

Exact text from the filing

the Board ... increased the number of directors that comprise the Board to 13 directors, an increase of one, and appointed Robert J. Marino, former President of HVBC, to the Board.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CITIZENS FINANCIAL SERVICES INC completed an acquisition involving HV Bancorp, Inc. for aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash (closed 2023-06-16).

Action: acquisition
Counterparty: HV Bancorp, Inc.
Consideration: aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash
Closing: 2023-06-16

Exact text from the filing

will be exchanged for cash. Based on the elections and proration procedures, the total consideration payable to HVBC shareholders is comprised of an aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash. A copy of CZFS’s press release dated June 16, 2023, announcing the completion of the Merger,

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CITIZENS FINANCIAL SERVICES INC filing history →

Source: SEC EDGAR

accession 0001193125-23-169056

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