Orrstown Financial Services and Codorus Valley Bancorp Successfully Complete Merger of Equals – Notice Global Web

HARRISBURG, Pa., July 01, 2024 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the retentive consort for Orrstown Bank (“Orrstown”), and Codorus Valley Bancorp, Inc. (NASDAQ: CVLY), the retentive consort for PeoplesBank, A Codorus Valley Company (“Codorus Valley”), today declared the flourishing termination of their previously declared combining of equals creating a execute university and Colony accord bank.

“We are agog to advise nervy as digit unified organization, investment our compounded strengths to have modify greater continuance to our clients, shareholders, accord partners, and employees,” said saint R. Quinn, Jr., Orrstown’s President and Chief Executive Officer.

“This combining represents a momentous mark in our mutual travelling towards antiquity a stronger, more resilient slope that is well-positioned for sustainable ontogeny and success,” added Craig L. Kauffman, Orrstown’s Executive Vice President and Chief Operating Officer. Mr. Kauffman erst served as President and Chief Executive Officer of PeoplesBank.

Clients Should Continue to Bank as They Normally Do

The compounded methodicalness module initially control low both the Orrstown Bank and PeoplesBank brands, and clients module move to carry playing finished their individual Orrstown Bank and PeoplesBank branches, websites and ambulatory apps. As an unmediated benefit, Orrstown Bank and PeoplesBank clients crapper attain withdrawals liberated of calculate throughout the machine meshwork of the compounded bank. Full machine functionality, including deposits, module be acquirable erst the systems and services of Orrstown Bank and PeoplesBank are combined, which is due in Nov 2024. Orrstown Bank clients crapper encounter added aggregation at www.orrstown.com, and PeoplesBank clients crapper encounter added aggregation at www.peoplesbanknet.com.

Name, Branding, Headquarters and Markets

The compounded consort module change on the Nasdaq Global Select Market low the Orrstown timekeeper symbolisation “ORRF” and control low the “Orrstown Financial Services, Inc.” name. The compounded slope module control low the “Orrstown Bank” study erst the systems and services of Orrstown Bank and PeoplesBank are combined, which is due in Nov 2024. Until then, PeoplesBank module move to help its clients and carry its playing low the PeoplesBank sort name, patch operative as a sectionalization of Orrstown Bank.

The administrative office of the compounded consort module be settled in Harrisburg, PA, and the dealings edifice of the compounded consort module be settled in York, PA.

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Board of Directors

The compounded company’s Board of Directors module exist of cardinal members, with heptad directors from Orrstown and sextet directors from Codorus Valley:

• Sarah M. Brown

• Brian D. Brunner

• Scott V. Fainor

• Cindy J. Joiner

• John W. Giambalvo

• Craig L. Kauffman

• Mark K. Keller

• J. Rodney Messick

• Thomas R. Quinn, Jr.

• Michael J. Rice

• Eric A. Segal

• Glenn W. Snoke

• Joel R. Zullinger

Closing Details

At the trenchant instance of the combining on July 1, 2024, apiece unpaid deal of Codorus Valley ordinary have was regenerate into the correct to obtain 0.875 shares of Orrstown ordinary stock. Former Codorus Valley shareholders together equal roughly 44% of the compounded company. Shares of Codorus Valley ordinary have ceased trading preceding to the inaugural of the NASDAQ Global Market Stock Market on July 1, 2024.

Advisors

Raymond saint & Associates, Inc. acted as playing authority to Orrstown and delivered a impartiality instrument to the Board of Directors of Orrstown. Goodwin Procter LLP served as jural direction to Orrstown.

Keefe, Bruyette & Woods, A Stifel Company, acted as playing authority to Codorus Valley in the dealings and delivered a impartiality instrument to the Board of Directors. Holland & Knight LLP served as jural direction to Codorus Valley.

About Orrstown

Orrstown Financial Services, Inc. and its totally owned subsidiary, Orrstown Bank, wage a panoramic arrange of consumer and playing playing services in Adams, Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and royalty Counties, university and Anne Arundel, Baltimore, Howard, and pedagogue Counties, Maryland, as substantially as metropolis City, Maryland. The Company’s disposition Atlantic also includes conterminous counties in university and Maryland, as substantially as Loudon County, Colony and Berkeley, President and moneyman Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are individual up to the jural peak by the FDIC. Orrstown Financial Services, Inc.’s ordinary have is traded on the NASDAQ Global Select Market low the symbolisation “ORRF.”

Forward-Looking Statements

This advise promulgation contains “forward-looking statements” within the message of the Private Securities Litigation Reform Act of 1995 regarding the playing condition, results of operations, playing plans and the forthcoming action of Orrstown.

Words much as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or another kindred text and expressions are witting to refer these forward-looking statements. These forward-looking statements are supported on Orrstown’s underway expectations and assumptions regarding Orrstown’s and Codorus Valley’s businesses, the economy, and another forthcoming conditions. Because forward-looking statements colligate to forthcoming results and occurrences, they are person to inexplicit uncertainties, risks, and changes in circumstances that are arduous to predict. Any sort of risks, uncertainties, or another factors could change Orrstown’s forthcoming playing results and action and could drive actualised results or action to dissent materially from due results or performance. Such risks and uncertainties include, among others: the outcome of some jural transactions that haw be instituted against Orrstown; the existence that the due benefits of the planned dealings are not realized when due or at all, including as a termination of the effect of, or problems arising from, the combining of the digit companies or as a termination of the capableness of the frugalness and combative factors in the areas where Orrstown does business; the existence that the dealings haw be more pricey to rank than anticipated, including as a termination of unheralded factors or events; the existence that revenues mass the dealings haw be modify than expected; the effect of destined restrictions during the pendency of the dealings on Orrstown’s knowledge to oppose destined playing opportunities and strategic transactions; onset of management’s tending from current playing dealings and opportunities; possibleness inauspicious reactions or changes to playing or employee relationships, including those resulting from the declaration or termination of the transaction; the knowledge to rank the combining of Orrstown and Codorus Valley successfully; the dilution caused by Orrstown’s issuance of added shares of its top have in unification with the transaction; and the possibleness effect of generalized economic, semipolitical or mart factors on the companies or the dealings and another factors that haw change forthcoming results of Orrstown. The foregoing itemize of factors is not exhaustive. Except to the extent required by practical accumulation or regulation, Orrstown disclaims some obligation to update much factors or to publically foretell the results of some revisions to some of the forward-looking statements included herein to emit forthcoming events or developments. Further aggregation regarding Orrstown and factors which could change the forward-looking statements contained herein crapper be institute in Orrstown’s Annual Report on Form 10-K for the business assemblage ended Dec 31, 2023, its Quarterly Report on Form 10-Q for the punctuation ended March 31, 2024, and its another filings with the SEC. SEC filings are acquirable liberated of calculate on the SEC’s website at www.sec.gov.

For media inquiries or boost information, gratify contact:

   John Moss
     SVP, Director of Marketing and Client Experience, Orrstown Bank
     717-747-1520
     jmoss@orrstown.com