Norwood Financial Corp. · NASDAQ:NWFL
Norwood Financial — Merger or Acquisition (January 2020)
11 slides from Norwood Financial's merger presentation, Jan 9, 2020
Slide 1: Norwood Financial Corp. Merger With UpState New York Bancorp, Inc.
Norwood Financial Corp. Merger With UpState New York Bancorp, Inc. January 9, 2020 Transaction Summary Exhibit 99.1
Slide 2: Forward Looking Statements & Disclaimers
Forward Looking Statements & Disclaimers 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 whic
Slide 3: Transaction Highlights and Rationale
Transaction Highlights and Rationale (*) Annual returns between year ended December 31, 2010 through December 31, 2018 and latest twelve months ended September 30, 2019 Propels Norwood to $1.7 Billion in Assets $440 million of assets, four branch partner in UpState New York Bancorp, Inc. $1.7 billio
Slide 4: Overview of UpState New York Bancorp
Overview of UpState New York Bancorp, Inc. Source: S&P Global Market Intelligence; deposit data as of June 30, 2019
Slide 5: Strong Market Share in New Geographies
Strong Market Share in New Geographies Expand the scale of operations and geography covered for Norwood Source: S&P Global Market Intelligence; deposit data as of June 30, 2019
Slide 6: Financial Performance of USNY Bank
Financial Performance of USNY Bank Source: S&P Global Market Intelligence (data based upon Call Report data as filed by USNY Bank)
Slide 7: Acquisition of UpState New York Bancorp
Acquisition of UpState New York Bancorp, Inc. Transaction: Norwood Financial Corp. will acquire UpState New York Bancorp, Inc. and its subsidiary, USNY Bank. The number of shares of UpState New York Bancorp Inc. common stock to be converted into the right to receive the cash consideration shall be e
Slide 8: Deal Metrics
Deal Metrics (1) Based on 90% of 2,208,000 common shares outstanding (includes 21,500 shares of restricted stock) with a fixed exchange ratio of 0.9390 and based on Norwood’s January 8, 2020 closing price of $38.93 per share and 10% of the 2,208,000 shares exchanged for $33.33 per share in cash Purc
Slide 9: Norwood Total Return
Norwood Total Return Source: S&P Global Market Intelligence (*total return from January 7, 2015 to January 7, 2020) Total Return* 5-Year CAGR Norwood (NWFL) 134.5% 18.6% SNL $1B-$5B 86.3% 13.3% S&P 500 77.0% 12.1% Quarterly dividend payable in February 2020 increased by $0.01/share to $0.25/share. M
Slide 10: Transaction Highlights and Rationale
Transaction Highlights and Rationale (1) Utilizing cross-over method Favorable Financial Transaction Metrics Approximately 18% accretive to Norwood earnings per share in 2021, the first full year of consolidated operations Minimally dilutive to Norwood’s pro forma tangible book value per share (“TBV
Slide 11: More Information
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 President & Chief Executive Officer (570) 253-8512 William S. Lance Exec
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