Norwood Financial Corp. · NASDAQ:NWFL
Norwood Financial — Merger or Acquisition (March 2016)
11 slides from Norwood Financial's merger presentation, Mar 10, 2016
Slide 1: Norwood Financial Corp. Merger With Delaware Bancshares, Inc.
orwoo FINANCI Norwood Financial Corp. Merger With Delaware Bancshares, Inc. March 10, 2016 Bank With Confidence @Wayne Bank
Slide 2: Forward Looking Statements
Forward Looking Statements ‘Statements contained in this presentation that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause
Slide 3: Transaction Highlights and Rationale
Transaction Highlights and Rationale « Propels Norwood to over $1 Billion Independent Banking Franchise * $1.1 billion in consolidated assets > 27 branches Assets and Creates the Third Largest its Core Markets by Size « Attractive Core Deposit Base » Delaware's core deposits account for approximatel
Slide 4: Transaction Highlights and Rationale
Transaction Highlights and Rationale Earnings Enhancement through Retirement of Borrowings > Delaware has outstanding senior debt and trust preferred securities totaling approximately $20 million > Retirement of such securities will save over $1.3 million in annual pre-tax borrowing costs Favorable
Slide 5: Acquisition of Delaware Bancshares, Inc.
Acquisition of Delaware Bancshares, I: Transaction: Consideration: Transaction Value: Key Provisions: Management: Board Representation: Due Diligence: Termination Fee: Conditions to Closing: Expected Closing: Norwood Financial Corp. (“Norwood”) will acquire 100% of the stock of Delaware Bancshares,
Slide 6: Overview of Delaware Bancshares
Overview of Delaware Bancshares, Inc. '$ in 000's) 2011Y 2012¥ 20137 2014¥___2015¥* Assets 250,197 269,616 262,854 © 380,603 (371,689 Cash & Securities 132078 145,750 135,081 241,702 219.780 Net Loans 98.983 95,409 95,440 101,247 114,027 Deposits 217,808 = «221,507 227,675 304,776 ~=—316,969 Total D
Slide 7: Expanding Geographic Footprint
Expanding Geographic Footprint Location 1 1204 2 Mitford 92,054 3 Hanley 36,809 4 Stroudsburg 51,086 5 Seranton 39,613 6 Wayman 37,829 7 east Stroudsburo 30,674 8 Clarks Summit 29,653 9 Lakewood 24.851 10_ Tannersville 20,781 ‘hohe i8)183 47,162 gaa 12,061 anes Deposits Location (5000s) Walton ‘Stam
Slide 8: Enhanced Market Share
Enhanced Market Share = Natural Market Extension Into Complementary New York Markets of Delaware and Sullivan Counties » Which provide access to attractive, low cost funds Delaware County, NY Total Deposits Institution ($000s) NBT Bancorp Inc. (NY) 301,749 31.6% 2 Delaware Bancshares Inc. (NY) 251,7
Slide 9: Deal Metrics
Deal Metrics « Purchase price multiples compare favorably to similar transactions in the region and nationally Purchase P\ ($0008 in Purchase Pi 4 Common Stock(») $15,437 Purchase Price to Delaware’s:(?) Market Capitalization Premium 27.2% Book Value 73.3% Tangible Book Value 116.3% LTM Net Income 2
Slide 10: Pro Forma Financial Impact
Pro Forma Financial Impact = Earnings Impact Repayment of Delaware outstanding senior notes and trust preferred reduces pre-tax interest expense by approximately $1.3 million > Slightly accretive to 2016 EPS recognizing a less than full year of consolidated results(®) (Q3 estimated close) > Accretiv
Slide 11: Investor Relations Contact and Transaction Advisors
Stockholders or others seeking information regarding the Company may call or write: Norwood Financial Corp. Investor Relations 717 Main Street Honesdale, Pennsylvania 18431 www.waynebank.com info@waynebank.com Lewis J. Critelli William S. Lance President & Executive Vice President & Chief Executive
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