Norwood Financial has agreed to acquire rival Pennsylvania-based bank holding company PB Bankshares (Presence) in a stock and cash deal worth around $54.9m.
The transaction will see Presence, the holding company for Presence Bank, merge into Norwood Financial, the bank holding company for Wayne Bank.
Both Norwood Financial and Presence are listed on Nasdaq.
This merger is expected to create a combined entity with approximately $3bn in assets, significantly expanding Norwood Financial’s reach into Central and Southeastern Pennsylvania.
As of 31 March 2025, Norwood Financial reported consolidated assets of $2.4bn, while Presence had assets totalling $467m.
Presence operates four banking offices, one loan production office, and one administration office in Central and Southeastern Pennsylvania.
Norwood Financial president, CEO and director James Donnelly said: “Presence is a growing and respected institution located within the most demographically attractive markets in Pennsylvania.
“Joining these institutions provides Wayne Bank with the opportunity to deepen Presence Bank’s relationships with its customers, given our broader product mix and larger balance sheet.”
Under the agreement terms, 80% of Presence’s common shares will be converted into Norwood Financial common stock, while the remaining 20% will be exchanged for cash.
Presence shareholders have the option to receive either 0.785 shares of Norwood Financial stock or $19.75 in cash per share, subject to proration.
The transaction’s value is based on Norwood Financial’s stock price of $26.65 as of 3 July 2025. Post-merger, Presence shareholders opting for stock consideration will receive a quarterly dividend aligned with Norwood Financial’s current dividend policy.
The merger aims to enhance Norwood Financial’s geographic footprint and service capabilities across its new market areas. Shareholders from Presence will own about 14% of the new combined company’s common stock, with anticipated earnings accretion of approximately 10% by 2026.
The merger is expected to result in a tangible book value dilution of 4.2% at closing, with a tangible book value earn back period estimated at 2.5 years.
As part of the agreement, two non-employee board members from Presence Bank will join the boards of Norwood Financial and Wayne Bank for staggered terms.
Presence president, CEO and director Janak Amin said: “This combination will provide our customers and communities with greater access to additional products and services.
“This will result in an enhanced customer experience for our commercial base and the opportunity to augment the retail portion of our business with their product set and consumer verticals.”
The completion of the merger is contingent upon customary closing conditions, including regulatory approvals and consent from Presence’s shareholders. The transaction is projected to close in late Q4 2025 or early Q1 2026.
Janney Montgomery Scott is advising Norwood Financial on the merger and serving as its financial adviser alongside legal counsel from Jones Walker and Meeks Butera & Israel. Stephens is acting as financial adviser to Presence with Barley Snyder providing legal advice.
