M&A - CITIZENS & NORTHERN CORP

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000155837025005274

Filing Summary: On April 23, 2025, Citizens & Northern Corporation (C&N) entered into an Agreement and Plan of Merger with Susquehanna Community Financial, Inc. (SQCF). Under the Merger Agreement, SQCF will merge into C&N, with C&N being the surviving entity. Concurrently, Susquehanna Community Bank, a wholly owned subsidiary of SQCF, will merge into Citizens & Northern Bank, also a subsidiary of C&N. Each share of SQCF's common stock will be exchanged for 0.80 shares of C&N's common stock, resulting in SQCF shareholders owning approximately 13% of C&N after the merger. Approval from SQCF shareholders and regulatory bodies is required prior to closing, expected in Q4 2025. The agreement prohibits SQCF from soliciting other acquisition proposals unless a superior proposal is presented. C&N and SQCF have included provisions for potential termination of the agreement under specific circumstances, including financial performance conditions related to C&N's stock price. The Directors of SQCF have agreed to vote in favor of the merger, representing about 6% of SQCF's outstanding shares. Additional filings will be made with the SEC regarding this transaction.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000155837025005276

Filing Summary: On April 23, 2025, Citizens & Northern Corporation (C&N) entered into a Merger Agreement with Susquehanna Community Financial, Inc. (SQCF). Under this agreement, SQCF will merge into C&N with C&N surviving, and SQCF's banking subsidiary will merge into C&N's banking subsidiary. Each share of SQCF common stock will convert into 0.80 shares of C&N common stock, giving SQCF shareholders approximately 13% ownership of C&N post-merger. The agreement has received approval from both companies' boards and is pending SQCF shareholder approval and regulatory approvals, aiming for closure in Q4 2025. The agreement outlines customary representations, warranties, and covenants, including conditions for potential termination by either party under specific scenarios, such as the non-completion of the merger by April 23, 2026. There are also provisions related to termination fees and the appointment of a member from SQCF's board to C&N’s board post-merger.