Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc.

Core Viewpoint - Citizens & Northern Corporation (C&N) and Susquehanna Community Financial, Inc. (SQCF) have announced a merger agreement, with both boards unanimously approving the plan, which will see SQCF merge into C&N [1][3]. Company Overview - C&N is the bank holding company for Citizens & Northern Bank, operating 28 banking offices and one loan production office, with consolidated assets of $2.6 billion as of March 31, 2025 [4]. - SQCF is the financial holding company for Susquehanna Community Bank, which operates 7 banking offices and had assets of $598 million as of March 31, 2025 [4]. Merger Details - The merger will create a combined entity with approximately $3.2 billion in assets, enhancing C&N's market presence in central and southeast Pennsylvania [4][5]. - SQCF shareholders will receive 0.80 shares of C&N common stock for each share of SQCF, implying a total consideration of $44.3 million [6]. - Post-merger, SQCF shareholders will own about 13% of C&N's common stock [6]. Strategic Benefits - The merger is expected to be approximately 17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close [6]. - This strategic combination will enhance C&N's service capabilities and diversify its loan portfolio and funding base, increasing overall resiliency and efficiency [5]. Leadership Changes - Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards, while Dave Runk will become an EVP and Strategic Advisor at C&N Bank [7]. - Jeffrey Hollenbach, President and COO at Susquehanna, will lead the Susquehanna market as Region President [7]. Transaction Timeline - The merger is subject to customary closing conditions, including regulatory approvals and SQCF shareholder approval, with an expected closing in the fourth quarter of 2025 [8].