Norwood Financial Corp. · NASDAQ:NWFL
Norwood Financial — Merger or Acquisition (December 2010)
11 slides from Norwood Financial's merger presentation, Dec 15, 2010
Slide 1: Merger With North Penn Bancorp, Inc.
Norwood Financial Corp. Merger With North Penn Bancorp, Inc. December 15, 2010
Slide 2: Forward Looking Statement
Forward Looking Statement 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 a
Slide 3: Transaction Highlights and Rationale
Transaction Highlights and Rationale § Creates the Third Largest Independent Banking Franchise in Northeastern Pennsylvania by Assets Ø $692.9 million in consolidated assets Ø 16 branches § Highly Complementary to Existing Norwood Market Ø Provides access to affluent, higher populated markets west o
Slide 4: Transaction Highlights and Rationale
Transaction Highlights and Rationale § Attractive Deposit Base with Emphasis on Commercial Banking Ø North Penn’s core non-maturity deposits account for approximately 60% of total deposits Ø Strong focus on commercial based, relationship banking § Strong Growth Characteristics Ø Loan growth December
Slide 5: Acquisition of North Penn
Acquisition of North Penn Transaction: Norwood Financial Corp. (“NWFL”) will acquire 100% of the stock of North Penn Bancorp, Inc. (“NPBP”) Consideration: Shareholders of NPBP will be eligible to receive cash, NWFL common stock (1), or a mix of both valued at $19.12 per share. The stock portion (1),
Slide 6: Overview of North Penn Bancorp, Inc.
Overview of North Penn Bancorp, Inc. Source: SNL Financial
Slide 7: Expanding Geographic Footprint
Expanding Geographic Footprint Source: SNL Financial; Deposits as of June 30, 2010. Norwood Financial Corp. North Penn Bancorp Inc.
Slide 8: Enhanced Market Share
Enhanced Market Share § Natural Market Extension Further Into Northeastern Pennsylvania Ø Entry into Scranton Market Area Ø Enhances market share into growth market of Monroe county * Reflects combined deposit levels of both institutions. Source: SNL Financial as of June 30, 2010.
Slide 9: Deal Metrics: Purchase Price Overview
Deal Metrics Purchase Price Overview ($000s in thousands) Purchase Price: Common Stock (1) $24,572 Stock Options (2) $1,551 Restricted Stock Awards (3) $975 Total Purchase Price $27,098 Purchase Price to NPBP’s: (4) Tangible Book Value 128.3% LTM Net Income 20.5x Core Deposit Premium 4.7% § Multiple
Slide 10: Pro Forma Financial Impact
Pro Forma Financial Impact As of 9/30/2010 Pro Forma 9/30/2010 “Well Capitalized” BV per Share $24.79 $24.65 -- TBV per Share $24.79 $22.90 -- TCE/TA 12.8% 11.0% -- Leverage Ratio 12.2% 10.4% 5.00% Tier 1 Capital 18.1% 14.8% 6.00% Total Capital 19.4% 15.8% 10.00% § Earnings impact: Ø Slightly diluti
Slide 11: Investor Relations Contact
Lewis J. Critelli President & Chief Executive Officer (570) 253-8512 William S. Lance Senior Vice President & Chief Financial Officer (570) 253-8505 Stockholders or others seeking information regarding the Company may call or write: Norwood Financial Corp. Investor Relations 717 Main Street Honesdal
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