GRATZ, Pa.--(BUSINESS WIRE)--GNB Financial Services, Inc. (“GNB”) (OTC: GNBF.PK), bank holding company of The Gratz Bank (“Gratz Bank”), and FNBM Financial Corporation, (“FNBM”), bank holding company of The First National Bank of Minersville (“FNB Minersville”), have announced the execution of an agreement and plan of merger (the “Agreement”) pursuant to which FNBM will merge with and into GNB and FNB Minersville will merge with and into Gratz Bank. GNB is the approximately $205 million bank holding company of Gratz Bank, a Pennsylvania state-chartered bank headquartered in Gratz, Pennsylvania, that operates four community bank offices in Gratz, Valley View, Herndon, and Pottsville, Pennsylvania. FNBM is the approximately $81 million holding company of FNB Minersville, a national banking association headquartered in Minersville, Pennsylvania, with one location located in Minersville, Pennsylvania.
The joint announcement was made today by Wesley M. Weymers, President and Chief Executive Officer of GNB and Gratz Bank, and Bruce L. Lord, Sr., President and Chief Executive Officer of FNBM and FNB Minersville.
Under the terms of the Agreement, FNBM shareholders may elect to receive in exchange for each share of FNBM common stock they own either $276.57 cash or 4.7684 shares of GNB common stock. The current value of GNB common stock based upon public and privately negotiated transactions is $58.00 per share. This consideration is subject to election and allocation procedures designed to result in transaction consideration that is not greater than 60% common stock nor 50% cash. Additionally, the consideration is subject to a downward adjustment if loan delinquencies at FNBM increase, or shareholders’ equity at FNBM decreases, beyond specified amounts.
In connection with the merger, FNBM will merge with and into GNB and FNB Minersville will merge with and into Gratz Bank. Dr. Jack A. Aughenbaugh, Jr. and Bruce L. Lord, Sr., current FNBM directors will be invited to join the board of directors of GNB.
“We are pleased to welcome the customers and employees of FNBM to the GNB family,” said Wesley M. Weymers, President and Chief Executive Officer of GNB and Gratz Bank. “The addition of FNBM to the GNB franchise continues GNB’s growth in Schuylkill County as a strong high performing community bank and increases our market penetration to better serve our customers and provide value to our shareholders.” Additionally, “We look forward to serving the Minersville community through a continued presence in downtown Minersville.”
FNBM’s President and Chief Executive Officer, Bruce L. Lord, Sr., said, “Given the demands of a changing banking environment, the Board of Directors believes this transaction represents an opportunity for our shareholders, customers, employees and the communities we serve to join with a bank of like values and continue our community banking philosophy.”
The merger is subject to closing conditions enumerated in the Agreement, including receipt of regulatory approvals and the approval of GNB’s and FNBM’s shareholders. GNB anticipates that the transaction will close early 2015.
Cedar Hill Advisors, LLC served as financial advisor, and Bybel Rutledge LLP served as legal counsel to GNB. Boenning & Scattergood, Inc. issued a fairness opinion to GNB. Ambassador Financial Group, Inc. served as financial advisor and issued a fairness opinion to FNBM and Rhoads & Sinon LLP served as legal counsel.
About GNB and Gratz Bank
GNB Financial Services, Inc. is the bank holding company for The Gratz Bank, headquartered in Gratz, Pennsylvania and operating four community banking offices located in the Herndon, Valley View, Gratz, and Pottsville. The Gratz Bank was established in 1934 and has been serving the financial needs of its neighbors and friends for more than 75 years. For more information about GNB and Gratz Bank, visit its website at www.gratzbank.com.
This news release may contain “forward-looking statements” which are made in good faith by GNB or FNBM. These forward-looking statements include statements with respect to GNB’s or FNBM’s strategies, goals, beliefs, expectations, estimates, intentions, financial condition, results of operations, future performance and business. Statements preceded by, followed by or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important economic, regulatory, legal and technological factors, among other, could cause GNB’s or FNBM’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. GNB cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact that any future acquisition may have on GNB and any such forward-looking statement. Neither GNB nor FNBM undertakes to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of GNB or FNBM.
The following disclosure is made in accordance with Rule 165 of the Securities and Exchange Commission:
Additional Information About The Transaction and Where to Find It
The proposed transaction will be submitted to the shareholders of GNB and FNBM for their consideration and approval. In connection with the proposed transaction, GNB will be filing with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 which will include a joint proxy statement/prospectus and other relevant documents to be distributed to the shareholders of GNB and FNBM. Investors are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about GNB and FNBM, free of charge from the SEC’s Internet site (www.sec.gov), by contacting GNB Financial Services, Inc. at 717-365-3181 or by contacting FNBM Financial Corporation at 570-544-4726. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
Participants in The Transaction
The directors, executive officers, and certain other members of management and employees of GNB and FNBM are participants in the solicitation of proxies in favor of the merger from the shareholders of each of GNB and FNBM. Information regarding the directors and executive officers of GNB and FNBM, and the interests of such participants, will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC if and when they become available.
This document is not an offer to sell shares of GNB’s securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.