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8-K - CITIZENS & NORTHERN CORP | v167977_8k.htm |
December 1, 2009 |
Contact: Yvonne
Gill
570-724-0247
yvonneg@cnbankpa.com
|
CITIZENS
& NORTHERN CORPORATION SUCCESSFULLY COMPLETES $20 MILLION COMMON STOCK
OFFERING
FOR
IMMEDIATE RELEASE:
Wellsboro, PA – Citizens &
Northern Corporation (the “Company”) (NASDAQ: CZNC) announced today that it has
completed a public offering of 2,500,000 shares of common stock at a price of
$8.00 per share, for gross proceeds of approximately $20 million. Officers
and directors of the Company purchased an aggregate of 43,750 shares of common
stock in the offering. Sandler O’Neill + Partners, L.P. acted as the sole
book-running manager and Boenning & Scattergood, Inc. acted as co-manager
for the offering. The underwriters have a 30-day option to purchase up to
an additional 375,000 shares of common stock from the Company at the offering
price to cover over-allotments, if any.
The net
proceeds to the Company after deducting underwriting commissions and expenses
are estimated to be approximately $18.575 million.
“We
believe that raising this capital strengthens our already strong capital
position and allows us to weather the continuing economic distress affecting the
financial services industry with greater financial flexibility,” said Craig G.
Litchfield, Chairman, President and Chief Executive Officer.
Additional
Information Regarding the Offering
Citizens
& Northern has filed a registration statement (including a prospectus and
prospectus supplement) with the SEC for the offering to which this communication
relates. The prospectus supplement and accompanying prospectus may be
obtained without charge by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the prospectus supplement and
the prospectus related to the offering may be obtained from Sandler O’Neill +
Partners, L.P., 919 Third Avenue, 6th Floor,
New York, NY 10022, (800) 635-6859, or from Eugene Bodo, Boenning &
Scattergood, Inc., Four Tower Bridge, 200 Barr Harbor Drive, Suite 300, West
Conshohocken, PA 19428, at (800) 883-1212 or (610) 862-5368.
This
release does not constitute an offer to sell or a solicitation of an offer to
buy the securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About
Citizens & Northern Corporation
With
approximately $1.3 billion in assets, Citizens & Northern Corporation is the
parent company of Citizens & Northern Bank and First State
Bank. Citizens & Northern Bank is a local, independent community
bank providing complete financial, investment and insurance services through 24
full service offices located throughout Tioga, Bradford, Sullivan, Lycoming,
Potter, Cameron and McKean counties in Pennsylvania. First State
Bank provides banking services through its offices in Canisteo and South
Hornell, NY. The Company and Citizens & Northern Bank can be found on the
worldwide web at www.cnbankpa.com. First State Bank can be found on the web
at www.fsbcanisteo.com. The Company’s common stock is listed on the NASDAQ
Capital Market under the symbol CZNC.
Safe Harbor Statement: Except for
historical information contained herein, the matters discussed in this release
are forward-looking statements. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the following: changes in monetary and fiscal policies of the
Federal Reserve Board and the U.S. Government, particularly related to changes
in interest rates; changes in general economic conditions; legislative or
regulatory changes; downturn in demand for loan, deposit and other financial
services in the Corporation’s market area; increased competition from other
banks and non-bank providers of financial services; technological changes and
increased technology-related costs; changes in management’s assessment of
realization of securities and other assets; and changes in accounting
principles, or the application of generally accepted accounting
principles. Citizens & Northern disclaims any intention or
obligation to publicly update or revise any forward-looking statements, whether
as a result of events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.