Norwood Financial And PB Bankshares Approve An Agreement And Plan Of Merger Pursuant To Which Presence Will Merge With And Into Norwood; 80% Of Presence's Common Shares Will Be Converted Into Norwood Financial Common Stock While The Remaining 20% Will Be Exchanged For Cash; The Transaction To Have An Aggregate Value Of ~$54.9M

Author: Benzinga Newsdesk | July 07, 2025 04:21pm

Under the terms of the merger agreement, 80% of Presence's common shares will be converted into Norwood Financial common stock while the remaining 20% will be exchanged for cash. Presence's shareholders will have the option to elect to receive either 0.7850 shares of Norwood Financial common stock or $19.75 in cash for each common share of Presence they own. The election is subject to proration to ensure that, in the aggregate, 80% of the transaction consideration will be paid in the form of Norwood Financial common stock. All options to purchase Presence's common stock will be cashed out upon completion of the merger. Based on the closing price $26.65 for Norwood Financial Common Stock on July 3, 2025, the transaction would have an aggregate value of approximately $54.9 million. The purchase price reflects a multiple of 106.6% of Presence's March 31, 2025, tangible book value and a 2.3% core deposit premium. Following completion of the transaction, Presence shareholders who elect to receive common stock share consideration will receive a quarterly cash dividend equal to approximately $0.24 per Norwood Financial share of common stock based on Norwood Financial's current quarterly dividend of $0.31 per share of common stock. This dividend reflects a yield of 3.6% based on Norwood Financial's closing price of $26.65 on July 3, 2025.

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