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Shareholders of Juniata Valley Financial, FNBPA Bancorp, Approve Merger.

M2 EQUITYBITES-November 16, 2015-Shareholders of Juniata Valley Financial, FNBPA Bancorp, Approve Merger


16 November 2015 - Shareholders of both US-based bank holding companies FNBPA Bancorp, Inc. and Juniata Valley Financial Corp. (OTC: JUVF) have approved the proposed merger of FNBPA with and into Juniata, the companies said.

Juniata added that that all required regulatory approvals of the merger have been received. Completion of the merger remains subject to customary closing conditions.

Under the merger agreement, FNBPA Bancorp shareholders may elect to receive, in exchange for each share of FNBPA Bancorp common stock they own, either cash of USD 50.34 or 2.7813 shares of Juniata Valley Financial common stock, subject to election and allocation procedures designed to result in the aggregate cash merger consideration representing between 15% and 25% of the total merger consideration issued in the transaction.

The transaction is valued at approximately USD 13.2m.

As of 31 March 2015, Juniata Valley Financial had consolidated assets of USD 473m.

Juniata's wholly-owned banking subsidiary, JVB, is a Pennsylvania state-chartered bank headquartered in Mifflintown, Pennsylvania, which operates 12 community bank offices in the counties of Centre, Huntingdon, Juniata, Mifflin, and Perry.

First National Bank of Port Allegany, with assets of USD 96m as of 31 March 2015, is a national bank headquartered in Port Allegany, Pennsylvania, operating three locations in Potter and McKean counties.

After the transaction is completed, the combined organization is projected to have over USD 580m in assets and 15 banking locations.

Following the merger, the former offices of First National Bank of Port Allegany will operate as a division of JVB, under a new local trade name yet to be determined.

Joseph Lashway, currently vice-president of Lending of First National Bank of Port Allegany, will be appointed senior vice-president of JVB and will provide leadership in the Northern Tier Region, focusing on lending and business development.

Additionally, a director of FNBPA Bancorp is expected to join the boards of Juniata Valley Financial and JVB.

Juniata Valley expects the transaction to be accretive to earnings in the first twelve months after closing (including one-time merger costs) and the accretion to earnings in year two is expected to be 13% to 14%. The company anticipates that the transaction will close by the end of 2015.

Ambassador Financial Group, Inc. served as financial advisor and provided a fairness opinion on the transaction, and Barley Snyder LLP served as legal counsel to Juniata Valley Financial.

Boenning and Scattergood, Inc. served as financial advisor and provided a fairness opinion on the transaction and Rhoads and Sinon LLP served as legal counsel to FNBPA Bancorp.

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Publication:M2 EquityBites (EQB)
Date:Nov 16, 2015
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