Norwood Financial Corp Extends its Pennsylvania Presence with Strategic Acquisition of PB Bankshares, Inc.

Core Viewpoint - Norwood Financial Corp and PB Bankshares, Inc. have announced a merger agreement, with Presence Bank merging into Wayne Bank, significantly expanding Norwood's geographic footprint and enhancing service capabilities [1][3][4]. Company Overview - Norwood Financial, through Wayne Bank, operates 30 banking offices with consolidated assets of $2.4 billion as of March 31, 2025 [2][10]. - PB Bankshares, the holding company for Presence Bank, operates four banking offices and had assets of $467 million as of March 31, 2025 [2][11]. Merger Details - The merger will create a combined entity with approximately $3.0 billion in assets, positioning it as a premier community bank in Pennsylvania [2][3]. - Under the merger agreement, 80% of Presence's common shares will convert into Norwood Financial common stock, while 20% will be exchanged for cash, with an aggregate transaction value of approximately $54.9 million [4][5]. - The purchase price reflects a multiple of 106.6% of Presence's tangible book value as of March 31, 2025, and a 2.3% core deposit premium [4]. Strategic Benefits - The merger is expected to be approximately 10% accretive to earnings per share in 2026, enhancing market share in Central and Southeastern Pennsylvania [5][8]. - Presence Bank's customers will gain access to a broader product mix and improved services, enhancing the overall customer experience [4][5]. Leadership and Governance - Two non-employee board members from Presence Bank will join the boards of Norwood Financial and Wayne Bank [6]. - Janak M. Amin, President and CEO of Presence, will become Executive Vice President and Chief Operating Officer of Wayne Bank post-merger [4][7]. Regulatory and Closing Conditions - The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval from Presence [8]. - The transaction is expected to close in late Q4 2025 or early Q1 2026 [8].