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Norwood Financial Completes Acquisition of UpState New York Bancorp

Combined Company Will Have Over $1.8 Billion In Assets And 31 Branches

Keith Griffin

July 9, 2020

Norwood Financial Corp., the holding company for Wayne Bank, completed its acquisition of UpState New York Bancorp Inc. and its wholly owned subsidiary, USNY Bank, which has been merged into Wayne Bank.

As a result of the merger, Norwood will extend its footprint into Otsego, Ontario and Yates counties, New York. The combined company will have over $1.8 billion in assets and 31 branches. At March 31, 2020, UpState had total assets of $443.8 million, deposits of $393.9 million and shareholders’ equity of $46.5 million.

At their election, UpState shareholders are receiving either $33.33 in cash or 0.9390 shares of Norwood common stock for each share of UpState common stock held subject to the allocation and proration procedures set forth in the Merger Agreement. In addition, under the terms of the merger agreement, UpState shareholders will receive an additional $0.67 per share in cash for each share of UpState common stock held.

In lieu of fractional shares of Norwood common stock, UpState shareholders will receive cash at the rate of approximately $24.02 per share of Norwood common stock. Shareholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration to which they are entitled.

Of the 2,208,000 shares of UpState common stock outstanding, 835,878 shares, or approximately 37.9% of UpState shares outstanding, elected to receive Norwood Financial common stock; 1,065,110 shares, or approximately 48.2%, elected to receive cash; and 307,012 shares, or approximately 13.9%, submitted elections expressing no preference as to the form of merger consideration to be received or did not make, or failed to submit, a valid election.

Based on this information, UpState shareholders who made valid elections to receive the cash consideration will receive the cash consideration for approximately 20.73% of their shares subject to such election, with the balance of such elections being satisfied with stock consideration, and UpState shareholders who made valid elections to receive the stock consideration will receive stock consideration for 100% of their shares subject to such election. UpState shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive stock consideration for 100% of their shares.

“We are pleased to announce the completion of the merger and to welcome Upstate’s shareholders to Norwood and the employees to Wayne Bank. We also look forward to serving the customers of Bank of the Finger Lakes and Bank of Cooperstown,” said Lewis J. Critelli, president and CEO of Norwood.

The Kafafian Group, Inc. acted as financial advisor to Norwood Financial Corp and Boenning & Scattergood, Inc. acted as financial advisor to UpState New York Bancorp, Inc. Jones Walker LLP, Washington, DC, served as legal counsel for Norwood Financial Corp, and Stevens & Lee, P.C. served as legal counsel for UpState New York Bancorp, Inc.

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