Riverview and CBT Announce Merger of Equals Transaction

Riverview Financial Corp., headquartered in Harrisburg, and CBT Financial Corp., headquartered in Clearfield, jointly announced today the execution of an agreement and plan of merger pursuant to which CBT will merge with and into Riverview in a transaction valued at approximately $50 million.

The merger will form a combined community banking franchise with approximately $1.2 billion of assets and will provide enhanced products and services through 33 banking locations covering 12 Pennsylvania counties. 

Currently, Riverview operates 20 offices in Dauphin, Perry, Schuylkill, Berks, Somerset, Northumberland, Lycoming, and Lebanon county markets, and CBT operates 13 offices in Clearfield, Huntingdon, Blair, and Centre county markets. 

Under the terms of the agreement, CBT shareholders will receive 2.86 shares of Riverview common stock in exchange for each share of CBT common stock. 

After the merger, Riverview shareholders are expected to own approximately 54 percent of the combined company and CBT shareholders are expected to own approximately 46 percent of the combined company. 

The board of directors of the combined company will be split evenly between Riverview and CBT directors. In addition, the combined company will move its headquarters to State College.

The chief executive officer of the combined entity will be Kirk Fox, current chief executive officer of Riverview Financial, the president will be Brett Fulk, current president of Riverview Financial, and the chief operating officer will be Michael Bibak, current president and chief executive officer of CBT Financial.

“This merger of equals transaction creates a major central Pennsylvania franchise with bank assets exceeding $1 billion and wealth management assets under management of approximately $400 million,” said Fox.

“Additionally, our combined talent and capital base will allow us to better serve legacy CBT and Riverview customers through higher lending limits, a wider range of products, improved technology and more banking locations.”

Fox went on to say: “Riverview has spent considerable time and focus building a platform of talent, technology and other assets capable of achieving superior growth metrics despite a challenging environment.

“When this merger is complete, we estimate our compounded average growth rate of assets would be approximately 31 percent over the past 10-year period (using starting assets of $80 million as of 12/31/2007 for HNB Bancorp Inc.). 

“We are excited about this merger with CBT, as well as our joint prospects for future growth opportunities, both of which are essential for our commitment to enhancing shareholder value.” 

Bibak said, “At its core, the decision to join CBT and Riverview was based upon a remarkably similar culture and mission of providing unparalleled customer service and superior financial products to our loyal community banking customers.

“The board of directors and I are extremely energized by the potential that exists in the affiliation with Riverview for our shareholders, customers and employees.” 

Bibak added, “Riverview has consistently demonstrated through its ability to successfully merge with multiple banks in the past that it recognizes and utilizes the best resources available in each combination. 

“Our board of directors believes that, in a partnership with Riverview, we have a unique opportunity to enhance value for all CBT constituents, while remaining dedicated to preserving CBT’s rich heritage and valued culture of community service and loyalty to customers, communities and employees alike.”

The merger is subject to closing conditions enumerated in the agreement, including receipt of customary regulatory approvals and the approval of the agreement by CBT’s shareholders. It is anticipated that the transaction will close in the fourth quarter of 2017.

Ambassador Financial Group Inc. served as financial advisor to Riverview and Barley Snyder LLC served as Riverview’s legal counsel. Boenning & Scattergood Inc. served as financial advisor to CBT and Luse Gorman, PC served as CBT’s legal counsel.

About Riverview Financial and Riverview Bank

Riverview Financial Corp. is the bank holding company for Riverview Bank, headquartered in Harrisburg, and operating 20 offices located in Schuylkill, Perry, Dauphin, Somerset, Berks, Northumberland, Lebanon, and Lycoming counties.

Riverview Financial trades on the OTCQX under the symbol “RIVE.” For more information about Riverview Financial Corp. and Riverview Bank, visit its Web site at www.riverviewbankpa.com.

About CBT and CBT Bank

CBT is the bank holding company for CBT Bank, headquartered in Clearfield, and operates 13 offices located in Clearfield, Huntingdon, Blair, and Centre counties.

CBT is quoted s on the OTC Pink under the symbol “CBTC.” For more information about CBT and CBT Bank, visit its Web site at www.cbtbank.bank.

 

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