M&A - NORWOOD FINANCIAL CORP
Form Type: 425
Filing Date: 2025-07-07
Corporate Action: Merger
Type: New
Accession Number: 000119312525156258
Filing Summary: On July 7, 2025, Norwood Financial Corp and PB Bankshares, Inc. entered into a Merger Agreement, where PB Bankshares will merge with Norwood Financial, making Norwood the surviving entity. In the merger, PB Bankshares stockholders can choose to receive either $19.75 in cash or 0.7850 shares of Norwood Financial common stock per share of PB Bankshares common stock, subject to maintaining an 80% stock consideration. The agreement is subject to regulatory approvals and the approval of PB Bankshares' shareholders, with a merger closing anticipated between late Q4 2025 and early Q1 2026. Additionally, PB Bankshares' board of directors agreed to vote in favor of the merger and certain restrictions on other acquisition proposals were established. Details within the agreement outline conditions for termination, potential fees, and future governance structure post-merger, including the appointment of PB Bankshares directors to Norwood's board. The companies released a joint press release and an investor presentation on the same day.
Additional details:
Merger Share Conversion: Each PB Bankshares common stock will convert to either $19.75 cash or 0.7850 shares of Norwood Financial common stock.
Cash Requirement: 80% of merger consideration must be in Norwood Financial common stock.
Termination Fee: If terminated under certain circumstances, a fee of $2.4 million is payable by PB Bankshares.
Anticipated Closing Period: Expected to close late Q4 2025 or early Q1 2026.
Voting Agreements: Directors of PB Bankshares have agreed to vote in favor of the merger.
Form Type: 8-K
Filing Date: 2025-07-07
Corporate Action: Merger
Type: New
Accession Number: 000119312525156255
Filing Summary: On July 7, 2025, Norwood Financial Corp and its wholly owned subsidiary, Wayne Bank, entered into an Agreement and Plan of Merger with PB Bankshares, Inc. and its wholly owned subsidiary, Presence Bank. The merger will see PB Bankshares merge into Norwood Financial, which will be the surviving entity, while Presence Bank will merge into Wayne Bank. Each share of PB Bankshares common stock will be exchangeable for either $19.75 in cash or 0.7850 shares of Norwood Financial common stock, with a requirement that 80% of the consideration is in Norwood common stock. The agreement has been approved by both companies' boards and is subject to various approvals, with an anticipated closing date in late 2025 or early 2026. It includes typical covenants and a termination fee of $2.4 million if certain conditions are not met. Regulatory disclosures and further documentation will follow, including a Registration Statement on Form S-4 for the transaction.
Additional details:
Entry Into Definitive Material Agreement Date: 2025-07-07
Merger Agreement Terms: PB Bankshares to merge with Norwood Financial, Presence Bank to merge with Wayne Bank
Merger Share Conversion: $19.75 in cash or 0.7850 shares of Norwood Financial
Shareholder Requirements: 80% of merger consideration to be in Norwood common stock
Termination Fee: $2.4 million
Anticipated Closing Date: late in the fourth quarter of 2025 or early first quarter of 2026
Comments
No comments yet. Be the first to comment!