Citizens & Northern announces acquisition of Susquehanna Community Financial

Citizens & Northern Corporation and Susquehanna Community Financial announced that both companies’ boards of directors have unanimously approved an agreement and plan of merger pursuant to which SQCF will merge with and into C&N. C&N is the bank holding company for Citizens & Northern Bank, which operates 28 banking offices and one loan production office in Pennsylvania and New York. As of March 31, 2025, C&N had consolidated assets of $2.6 billion. SQCF is the financial holding company for Susquehanna Community Bank, which operates 7 banking offices in Central Pennsylvania. SQCF had assets of $598 million as of March 31, 2025. In connection with the merger of the holding companies, SQCF’s bank subsidiary, Susquehanna, will be merged into C&N Bank. The combined company will have approximately $3.2 billion in assets and will be the premier Pennsylvania community bank in the northern tier, central and southeast Pennsylvania. This strategic combination represents a substantial extension of legacy C&N markets, creating additional scale in central Pennsylvania, while enhancing C&N Bank’s capacity to provide exceptional service and solutions to its clients across the Commonwealth. In addition, C&N will further diversify its loan portfolio and funding base, increasing its resiliency and efficiency. The combined entity will successfully align its core values to ensure best-in-class service to the Pennsylvania community. SQCF shareholders will receive 0.80 shares of C&N common stock for each share of SQCF common stock held, which based on C&N’s most recent closing price implies a price per share of $15.58 or $44.3 million in total consideration. Holders of SQCF common stock prior to the consummation of the merger will own approximately 13% of C&N’s common stock outstanding immediately following the consummation of the merger. The merger is expected to be approximately ~17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close, demonstrating a strong balance of strategic growth and financial discipline. The parties have agreed that Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards of directors. In addition, Dave Runk will become a member of the C&N Bank executive team as EVP and Strategic Advisor, and Jeffrey Hollenbach, President and COO at Susquehanna, has agreed to lead the Susquehanna market as Region President. The merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders. It is expected that the transaction will close in the 4th quarter of 2025.