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[LETTERHEAD]
NEWS RELEASE
**FOR IMMEDIATE RELEASE**
CITIZENS & NORTHERN CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE PEOPLES, LIMITED.
WELLSBORO, PENNSYLVANIA, JUNE 22, 2000 - Citizens & Northern Corporation (OTC
BB:CZNC) (a holding company for Citizens & Northern Bank) Wellsboro,
Pennsylvania announced today the signing of a definitive agreement under which
Citizens & Northern will acquire Peoples, Limited (OTC BB:PWYAE) and its wholly
owned subsidiary Peoples State Bank of Wyalusing, Pennsylvania.
Under the terms of the transaction, Peoples' stockholders will receive 2.5
shares of Citizens & Northern common stock for each share of Peoples common
stock. The merger of Peoples and Citizens & Northern is subject a number of
conditions, including the approval of Peoples' stockholders, certain regulatory
approval and the registration with the Securities and Exchange Commission of the
Citizens & Northern common stock to be issued to the Peoples' stockholders. The
transaction is expected to be completed in the fourth quarter of 2000.
"We are delighted to announce the merger of two local Northcentral Pennsylvania
financial service institutions, Peoples, Limited and Citizens & Northern
Corporation," said Craig G. Litchfield, Chairman, President & CEO of Citizens &
Northern Corporation and its wholly owned subsidiary, Citizens & Northern Bank.
"We look forward to continuing Peoples emphasis on personalized customer
service, while offering their customers additional services like cash management
sweep accounts, transactional Internet Banking and Trust and Wealth Management.
Both Peoples and Citizens & Northern built their franchises by focusing on
community banking with a local emphasis."
"We believe that this transaction is a terrific opportunity for our
stockholders and our customers," said Donald E. Abrey, President and Chief
Executive Officer of Peoples. "Citizens & Northern Bank is the financial
institution, which, we believe, will continue our commitment to our
customers, our communities, our employees and our stockholders."
Citizens & Northern will seek opportunities to increase non-interest income in
the consolidated company, but those prospective revenues are not factored into
the earnings estimated. Currently, Peoples does not have a Trust and Wealth
Management division. The transaction is expected to be accretive to Citizens &
Northern's estimated earnings per share for the first full year of combined
operations.
Citizens & Northern Corporation is the holding company of Citizens & Northern
Bank (established in 1864), which serves four counties in North Central
Pennsylvania, Bradford, Tioga, Sullivan and Lycoming, through 16 full service
offices. Currently, a seventeenth office is under construction in the Muncy,
Pennsylvania area. At March 31, 2000, Citizens & Northern Corporation had total
assets of $705.9 million and total deposits and commercial repurchase sweep
balances of $505.2 million, while its Trust and Wealth Management division had
$320.4 million assets under management.
Peoples, LTD is the holding company of Peoples State Bank headquartered in
Wyalusing, Pennsylvania. Peoples State Bank has been serving its customers and
communities since 1914. It
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operates out of six offices in Bradford and Sullivan Counties, Pennsylvania. On
March 31, 2000, Peoples had total assets of $120.3 million and total deposits of
$93.0 million.
SAFE HARBOR
This news release contains certain forward-looking statements about the proposed
merger of Citizens & Northern and Peoples. These statements include comments
regarding the anticipated closing date of the transaction, anticipated cost
savings and anticipated future results. Forward-looking statements can be
identified by the fact that they don not relate strictly to historical or
current facts. They often include words like "believe", "expect," "anticipate,"
"estimate," and "intend" or future or conditional verbs such as "will,"
"would," "should," "could," or "may." Certain factors that could cause actual
results to differ materially from those expected include delays in completing
the merger, difficulties in achieving cost savings from the merger or in
achieving such costs savings within the expected time frame, difficulties in
integrating Citizens & Northern and Peoples, increased competitive pressures,
changes in the interest rate environment, changes in general economic
conditions, legislative and regulatory changes that adversely affect the
business in which Citizens & Northern and Peoples are engaged, and changes in
the securities markets.
Citizens & Northern Bank and Peoples do not undertake, and specifically disclaim
any obligation to publicly release the results of any revisions, which may be
made to any forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.
Citizens & Northern and Peoples will be filing a prospectus/proxy statement and
other relevant documents concerning the merger with the Securities and Exchange
Commission (the "SEC"). Peoples stockholders will be receiving a proxy statement
describing the merger. STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, document filed
with the SEC by Peoples will be available free of charge from the Office of the
President at 201 Church Street, Wyalusing, Pennsylvania 18853, telephone
570-746-1011. READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
Peoples, its directors, executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies to
approve the merger. Information about the participants may be obtained from
Peoples.
For further information contact:
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Craig G. Litchfield, Chairman, President & CEO or Kathie Osgood, Corporate Secretary
Citizens & Northern Corporation Citizens & Northern Corporation
90-92 Main Street, PO Box 58 90-92 Main Street, PO Box 58
Wellsboro, PA 16901 Wellsboro, PA 16901
507-724-3411 507-724-0257
E-mail: [email protected] E-mail: [email protected]
Donald E. Abrey
Peoples LTD
201 Church Street
Wyalusing, PA 18853
507-746-1011
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