C&N and SQCF approve merger agreement

WELLSBORO, PA - Citizens & Northern Corporation (NASDAQ: CZNC) and Susquehanna Community Financial, Inc. (OTCPK: SQCF) have announced a unanimous agreement for a merger, with SQCF set to merge into C&N. The combined entity will boast approximately $3.2 billion in assets, positioning itself as a leading community bank in Pennsylvania.

The merger, expected to close in the fourth quarter of 2025, is subject to customary closing conditions, including regulatory approvals and SQCF shareholder consent. The strategic move aims to extend C&N’s market reach, diversify its loan portfolio, and enhance its service offerings across the Commonwealth.

C&N, with consolidated assets of $2.6 billion as of March 31, 2025, operates 28 banking offices and a loan production office in Pennsylvania and New York. SQCF, holding assets of $598 million, runs 7 banking offices in Central Pennsylvania. Post-merger, Susquehanna Community Bank will merge into C&N Bank.

J. Bradley Scovill, President and CEO of C&N, highlighted the cultural and operational alignment of the two banks, emphasizing the customer-first approach. SQCF shareholders are set to receive 0.80 shares of C&N common stock for each share held, totaling $44.3 million in consideration, and will own about 13% of C&N’s common stock post-merger.

SQCF’s CEO, David S. Runk, expressed optimism for shareholder returns and customer benefits from the merger. The deal is projected to be 17% accretive to C&N’s earnings per share in 2026, with minimal tangible book value dilution.

Chris Trate, SQCF Board Chairman, will join the C&N and C&N Bank boards, while Dave Runk will become EVP and Strategic Advisor at C&N Bank. Jeffrey Hollenbach, President and COO at Susquehanna, is set to lead the Susquehanna market as Region President.

Advisors for the transaction were Piper Sandler & Co. for C&N and Janney Montgomery Scott LLC for SQCF. Barley Snyder and Pillar+Aught served as legal counsel for C&N and SQCF, respectively.

The information provided is based on a press release statement. Additional details will be filed with a Current Report on Form 8-K by C&N shortly.

In other recent news, Citizens & Northern Corporation held its Annual Meeting of Shareholders virtually, where several key proposals were voted on. Shareholders elected Class II Directors, with Susan E. Hartley, Leo F. Lambert, Helen S. Santiago, and Katherine W. Shattuck all receiving a majority of votes in favor. The meeting also saw the approval of the 2024 executive compensation plan, which received 4,925,878 votes in favor, while 2,023,566 were against, and 178,973 abstained. Additionally, the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was overwhelmingly approved with 10,066,225 votes in favor. Approximately 66% of the Common Stock was present or represented by proxy during the meeting. The record date for shareholders entitled to vote was February 5, 2025, with 15,467,390 shares of Common Stock outstanding at that time. There were significant broker non-votes recorded for each of the proposals. These developments provide insights into the company’s governance and financial oversight plans for the upcoming year.

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