Business
Citizens Financial Services, Inc. Completes Acquisition of MidCoast Community Bancorp, Inc.
MANSFIELD, Pa., April 17, 2020 /PRNewswire/ -- Citizens Financial Services, Inc. ("Citizens") (OTC Pink: CZFS), the holding company for First Citizens
About this update from Citizens Financial Services, Inc.
[{"type":"text","content":"MANSFIELD, Pa., April 17, 2020 /PRNewswire/ -- Citizens Financial Services, Inc. (\"Citizens\") (OTC Pink: CZFS), the holding company for First Citizens Community Bank (\"FCCB\"), announced today the completion of its acquisition of MidCoast Community Bancorp, Inc. (\"MidCoast\"), the holding company for MidCoast Community Bank (\"MCB\"), effective after the close of business today. MidCoast merged with Citizens and MCB merged with FCCB, with Citizens and FCCB the resulting institutions.\nIn accordance with the merger agreement, MidCoast shareholders were permitted to elect to receive either 0.1065 shares of Citizens common stock, $6.50 in cash, or a combination of cash and shares of Citizens common stock for each share of MidCoast common stock owned, subject to proration and allocation to ensure that 75% of the shares of MidCoast common stock outstanding immediately before the completion of the merger were exchanged for shares of Citizens common stock and 25% were exchanged for cash as required by the merger agreement. The election deadline was 5:00 p.m., Eastern Time, on April 8, 2020. Based on the election results and the merger agreement, MidCoast shareholders are entitled to receive the following merger consideration in exchange for their shares of MidCoast common stock:\nShareholders who made a valid all-stock election are entitled to receive 0.1065 shares of Citizens common stock for each of their shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest; Cash elections were oversubscribed. Shareholders who made a valid all-cash election or a valid mixed stock/cash election are entitled to receive $6.50 in cash, without interest, for approximately 55% of their shares of MidCoast common stock for which they made a valid cash election and 0.1065 shares of Citizens common stock for each of their remaining shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest; or Shareholders who made no election or an invalid election are entitled to receive 0.1065 shares of Citizens common stock for each of their shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest.Citizens issued 373,356 shares of common stock as considerati...