Note 2 – Acquisition of Citizens National Bank of Meyersdale

The Company and Citizens National Bank of Meyersdale (“Citizens”) entered into an Agreement and Plan of Merger, dated October 30, 2014 (the “Merger Agreement”), pursuant to which Citizens will merge with and into Riverview Bank, with Riverview Bank surviving (the “Merger”). In the Merger, each share of Citizens common stock that is outstanding, other than treasury stock, will be converted into either (1) $38.46 in cash or (2) 2.9586 shares of the Company’s common stock, at the election of each Citizens shareholder, subject to proration in order to ensure that no more than 20% of the outstanding Citizens shares are converted into cash consideration. Riverview Bank and Citizens will be combined in a statutory merger under the provisions of the Pennsylvania Banking Code, and Riverview Bank will survive as the resulting institution.

 

Citizens’ shareholders have approved the Merger, subject to receipt of approval from the Federal Reserve, the FDIC and the DOB. In July 2015, the Company withdrew its previously filed applications with the FDIC, DOB and the Federal Reserve seeking approval to merge with Citizens but re-filed those applications during September 2015. The Federal Reserve gave its approval on October 20, 2015, followed by the FDIC’s approval, dated November 5, 2015, and the DOB’s approval, dated November 9, 2015. Completion of the merger is subject to customary closing conditions, and is expected to occur by year-end 2015.