Citizens Financial Services, Inc. · NASDAQ:CZFS

Citizens Financial Services — Merger or Acquisition (September 2019)

15 slides from Citizens Financial Services's merger presentation, Sep 18, 2019

  1. Slide 1: Transaction Announcement

    1172120 1963086 8614264 217217217 242205203 To Acquire September 18, 2019 Transaction Announcement

  2. Slide 2: Legal Disclosures

    Legal Disclosures Forward-Looking StatementsThis investor presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations,

  3. Slide 3: Likeminded Institutions Coming Together

    Likeminded Institutions Coming Together Community-Focused Institution Attentive to Customers Disciplined Lending Practices Entrepreneur Sales Culture Preferred Community Bank in its Markets Serving the Local Business Community Employer of Choice

  4. Slide 4: Company Overviews

    Note: Data as of 6/30/2019Source: S&P Global Market Intelligence Headquarters: Mansfield, PA Executive Management: Randy Black (CEO)Mick Jones (CFO) Offices: 28 Branches Employees: 257 Full Time Employees Assets: $1.45 billion Loans/Deposits (%): 92.9% LTM ROAA (%): 1.28% LTM ROAE (%): 12.73% LTM Ef

  5. Slide 5: Transaction Overview

    (1) Based upon a $61.00 price for CZFS common stock(2) Core deposits defined as total deposits less time deposits > $100kSource: S&P Global Market Intelligence Transaction Citizens Financial Services, Inc. (“CZFS”) will acquire 100% of MidCoast Community Bancorp, Inc.’s (“MDCT”) outstanding common s

  6. Slide 6: Strategic Rationale

    (1) Based upon a $61.00 price for CZFS common stock(2) Core deposits defined as total deposits less time deposits > $100kSource: S&P Global Market Intelligence StrategicRationale Creation of a multi-regional, dynamic franchise with strong financial performance in attractive marketsLargest OTC listed

  7. Slide 7: Strengthening an Attractive Footprint

    Source: S&P Global Market Intelligence Strengthening an Attractive Footprint MDCT LocationsCZFS Locations

  8. Slide 8: Market Overview – Metro Wilmington

    Market Overview – Metro Wilmington Most populous city in DelawarePopulation of approximately 71,000 peopleLocated within major Northeast CorridorPart of the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD MSA Fortune 500 Presence Higher Education Overview of Wilmington Key Economic Drivers Higher concen

  9. Slide 9: Attractive Pro Forma Business Mix

    Note: Bank level regulatory data shown; data as of June 30, 2019Source: S&P Global Market Intelligence; Company-provided documents Attractive Pro Forma Business Mix CZFS MDCT Pro Forma Loans Deposits

  10. Slide 10: Key Transaction Impacts

    (1) Estimated impacts provided solely for illustrative purposes(2) Tangible book value payback period calculated using the crossover method; inclusive of all one-time related transaction expensesSource: S&P Global Market Intelligence; Company-provided documents Estimated EPS Accretion >3% TBV Paybac

  11. Slide 11: Prudently Structured Transaction

    Prudently Structured Transaction Experience successfully executing and integrating strategic initiatives including acquisitionsCurrent CZFS management has experience successfully leading M&A transactions in recent history (acquired First National Bank of Fredericksburg in December 2015; acquired 1 S

  12. Slide 12: Building Upon a Proven Track Record

    * Include pro forma impact of acquisition of MidCoastSource: S&P Global Market Intelligence Building Upon a Proven Track Record Total Asset Growth Since 2000 ($000)

  13. Slide 13: Building Shareholder Value

    * 2Q2019 data annualized for EPS and dividendSource: S&P Global Market Intelligence Building Shareholder Value TBV/Share & EPS Growth Dividend History Annual Dividend/Share Stock Dividend 1.0% 1.0% 5.0% 1.0% 1.0% 5.0% 1.0%

  14. Slide 14: Leadership's Track Record of Shareholder Value Creation

    YTD Stock Performance 3-Year Stock Performance Leadership’s Track Record of Shareholder Value Creation Note: Market data as of market close on September 16, 2019Note: Total return assumes dividend reinvestment Source: S&P Global Market Intelligence Stock Price Under Current Management Current Manage

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