Citizens & Northern Corp · NASDAQ:CZNC
Citizens & Northern — Merger or Acquisition (December 2019)
13 slides from Citizens & Northern's merger presentation, Dec 18, 2019
Slide 1: Extension of Bucks County Presence with Acquisition of Covenant Financial Inc.
Extension of Bucks County Presence with Acquisition of Covenant Financial Inc . December 18, 2019
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation contains statements which, to the extent that they are not recitations of historical fact may constitute fo rwa rd - looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forwa
Slide 3: Participants in The Transaction / Legal Information
Participants in The Transaction: The directors, executive officers, and certain other members of management and employees of Covenant are participants in the solicitation of proxies in favor of the merger from the shareholders of Covenant. Information regarding the directors and executive officers o
Slide 4: Transaction Highlights
Transaction Highlights 4 Further Enhances Our Strategic Value Financially Compelling Comprehensive Due Diligence Process ▪ Expands presence in attractive Southeastern PA markets ▪ Provides additional capacity to leverage strong core deposit base in higher growth markets ▪ Aligns with our focus on ca
Slide 5: Covenant Financial Inc. Franchise Overview
Covenant Financial Inc. Franchise Overview 5 Branch Map *Data as of 6/30. **Data as of 9/30/2019. Source: S&P Global Market Intelligence. 1 2 City 2019 Deposits * ($000) 2018 Deposits * ($000) 1. Doylestown 376,988 369,430 2. Paoli 9,823 NA Company Overview** Investment Highlights Branch Overview ▪
Slide 6: Creating a Diverse Franchise
Creating a Diverse Franchise 6 Legacy Markets Gross Loans 9/30/2019: $819.5 million Deposits 9/30/2019: $1,107.8 million # of Locations: 26 CZNC Branch Covenant Recent Expansion Continued Expansion Gross Loans 9/30/2019: $319.9 million Deposits 9/30/2019: $187.1 million # of Locations: 4 Gross Loans
Slide 7: Expanding Franchise Value in Markets Surrounding Philadelphia
0.56% 2.05% - 2.11% Bucks Chester Legacy Markets 93,477 104,293 53,376 Bucks Chester Legacy Markets Expanding Franchise Value in Markets Surrounding Philadelphia 7 Source: S&P Global Market Intelligence. *Deposits as of 6/30/2019. **Projected population change 2020 - 2025. ***2020 estimated median h
Slide 8: Transaction Overview
Transaction Overview 8 Deal Value 1 (1) Based on CZNC stock price of $27.09 as of 12/17/2019. 4,400,434 Covenant common shares outstanding and 431,014 options ou tst anding with a weighted average strike price of $8.51. ▪ Implied deal value of $16.75 per share 1 or $77.2 million in aggregate 1 » Cov
Slide 9: Review of Pro Forma Financial Impact
Review of Pro Forma Financial Impact 9 Financial Impact (1) Assumes one - time deal costs are 100% recognized prior to closing for modeling purposes (2) Using the cross over method (3) Adjustments are pre - tax and based on September 30, 2019 data ▪ ~12% accretive to EPS in 2020 and ~13% in 2021 ▪ ~
Slide 10: Pro Forma Citizens & Northern Franchise
Pro Forma Citizens & Northern Franchise 10 Note : Reflects estimated closing balance sheet at 6 / 30 / 2020 including estimated transaction adjustments and including mark - to - market adjustments . Pro Forma Summary Headquarters: Wellsboro, PA Total Assets: $2.3 billion Gross Loans: $1.6 billion To
Slide 11: Contact Information
Contact Information 11 President and CEO Brad Scovill BradleyS@cnbankpa.com 570 - 723 - 2102 Treasurer and CFO Mark Hughes MarkH@cnbankpa.com 570 - 724 - 8533 Online www.cnbankpa.com
Slide 12: Pro Forma Loan / Deposit Composition
Demand Deposits 24% NOW & Other Trans. Accts 18% MMDA & Other Savings 28% Retail Time Deposits 23% Jumbo Time Deposits 7% Demand Deposits 28% NOW & Other Trans. Accts 6% MMDA & Other Savings 34% Retail Time Deposits 19% Jumbo Time Deposits 13% Demand Deposits 25% NOW & Other Trans. Accts 15% MMDA &
Slide 13: Reconciliation of non-GAAP Financial Measures to Comparable U.S GAAP Financial Measures
Reconciliation of non - GAAP Financial Measures to Comparable U.S GAAP Financial Measures Tangible Book Value Dilution 13 Note: Dollars in thousands except per share amounts. *Includes Equity from Option Roll Over (assumed to be 50% of outstanding options). Aggregate Per Share CZNC Estimated Tangibl
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