Norwood Financial in Honesdale, Pa., has agreed to buy UpState New York Bancorp in Geneva.
The $1.2 billion-asset Norwood said in a press release Thursday that it will pay $80 million in cash and stock for the $436 million-asset parent of USNY Bank. The deal, which is expected to close in the third quarter, priced Upstate at 176.8% of its tangible book value.
UpState, under certain performance conditions, will be allowed to distribute a special dividend to its shareholders at closing.
The deal will allow Norwood to enter New York’s Ontario, Otsego and Yates counties.
"Both of our companies have earned a great reputation … and have a common community banking culture,” Lewis Critelli, Norwood’s president and CEO, said in the release. “This acquisition will offer expanded products and services to the USNY Bank customer base and will extend our reach … to upstate New York.”
Two UpState directors will join Norwood’s board. Michael Briggs, UpState’s president and CEO, will enter into a consulting agreement with Norwood’s bank.
The transaction is expected to be about 18% accretive to Norwood’s 2021 earnings.
Kafafian Group and Jones Walker advised Norwood. Boenning & Scattergood and Stevens & Lee advised UpState.
