Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC), headquartered in Wellsboro, Pennsylvania, and Susquehanna Community Financial, Inc. (“SQCF”) (OTCPK: SQCF), headquartered in West Milton, Pennsylvania, announced that both companies’ boards of directors have unanimously approved an agreement and plan of merger (the “Agreement”) pursuant to which SQCF will merge with and into C&N.
C&N is the bank holding company for Citizens & Northern Bank (“C&N Bank”), which operates 28 banking offices and one loan production office in Pennsylvania and New York. As of March 31, 2025, C&N had consolidated assets of $2.6 billion. SQCF is the financial holding company for Susquehanna Community Bank (“Susquehanna”), which operates 7 banking offices in Central Pennsylvania. SQCF had assets of $598 million as of March 31, 2025. In connection with the merger of the holding companies, SQCF’s bank subsidiary, Susquehanna, will be merged into C&N Bank. The combined company will have approximately $3.2 billion in assets and will be the premier Pennsylvania community bank in the northern tier, central and southeast Pennsylvania.
This strategic combination represents a substantial extension of legacy C&N markets, creating additional scale in central Pennsylvania, while enhancing C&N Bank’s capacity to provide exceptional service and solutions to its clients across the Commonwealth. In addition, C&N will further diversify its loan portfolio and funding base, increasing its resiliency and efficiency. The combined entity will successfully align its core values to ensure best-in-class service to the Pennsylvania community.
A joint announcement of the transaction was made today by J. Bradley Scovill, President and CEO of C&N, and David S. Runk, Chief Executive Officer of SQCF. Mr. Scovill stated, “This combination continues our strategic efforts to enter attractive markets through acquisition and leverages the strengths of two reputable community banks that share a similar culture and customer-first mindset.” He continued, “We believe this is a great fit and we are pleased to welcome Dave and the SQCF team and customers to C&N as we work together to expand our presence in Central Pennsylvania.”
SQCF shareholders will receive 0.80 shares of C&N common stock for each share of SQCF common stock held, which based on C&N’s most recent closing price implies a price per share of $15.58 or $44.3 million in total consideration. Holders of SQCF common stock prior to the consummation of the merger will own approximately 13% of C&N’s common stock outstanding immediately following the consummation of the merger. The merger is expected to be approximately ~17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close, demonstrating a strong balance of strategic growth and financial discipline.
The parties have agreed that Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards of directors. In addition, Dave Runk will become a member of the C&N Bank executive team as EVP and Strategic Advisor, and Jeffrey Hollenbach, President and COO at Susquehanna, has agreed to lead the Susquehanna market as Region President.
Dave Runk said, “This transaction is very positive for our shareholders, providing them with an attractive return on their investment in SQCF, enhanced liquidity, and an opportunity to create greater value in the years ahead. We believe the time is right for SQCF to partner with a significant and growing bank like C&N that will provide our customers access to a diversified product set and expanded banking capabilities.”
The merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders. It is expected that the transaction will close in the 4th quarter of 2025. More information about the transaction and the Agreement will be filed with a Current Report on Form 8-K by C&N shortly.
Piper Sandler & Co. served as financial advisor to C&N and Barley Snyder served as C&N’s legal counsel. Janney Montgomery Scott LLC served as financial advisor to SQCF and Pillar+Aught served as SQCF’s legal counsel.
