Wellsboro, PA & West Milton, PA – May 15, 2025 – Citizens & Northern Corporation (NASDAQ: CZNC), the parent company of Citizens & Northern Bank, and Susquehanna Community Financial, Inc. (OTCPK: SQCF), the holding company of Susquehanna Community Bank, have jointly announced the execution of a definitive merger agreement. Under this agreement, SQCF will merge with and into C&N, creating a powerful community banking franchise with total assets of approximately $3.2 billion.
This strategic acquisition, unanimously approved by both companies’ boards, marks a significant milestone in regional bank consolidation and strengthens C&N’s presence across Pennsylvania, particularly in the northern, central, and southeastern regions. The transaction aligns with C&N’s ongoing growth strategy of entering high-potential markets through selective, values-driven mergers.
As of March 31, 2025, C&N operated 28 banking offices and one loan production office across Pennsylvania and New York with $2.6 billion in assets. SQCF, which operated 7 banking offices in Central Pennsylvania, reported assets of $598 million. The merger will result in the consolidation of Susquehanna Community Bank into Citizens & Northern Bank, further expanding C&N’s reach and operational scale.
The merger consideration includes an exchange ratio of 0.80 shares of C&N common stock for each share of SQCF common stock. Based on C&N’s most recent closing price, this implies a per-share value of $15.58, with the total consideration amounting to approximately $44.3 million. Following the completion of the transaction, legacy SQCF shareholders will own around 13% of C&N’s outstanding common stock.
The merger is expected to be approximately 17% accretive to C&N’s earnings per share in 2026, while resulting in modest, single-digit tangible book value dilution at close. This demonstrates a healthy balance between strategic expansion and financial discipline.
As part of the integration, Chris Trate, current Chairman of the SQCF Board, will join the boards of both Citizens & Northern Corporation and Citizens & Northern Bank. David Runk, CEO of SQCF, will assume the role of Executive Vice President and Strategic Advisor at C&N. Jeffrey Hollenbach, President and COO of Susquehanna Community Bank, will take on the position of Regional President, overseeing the Susquehanna market.
C&N President and CEO, J. Bradley Scovill, described the merger as a powerful step forward in the organization’s long-term plan to grow in markets aligned with its mission and values. He stated, “This combination continues our strategic efforts to enter attractive markets through acquisition and leverages the strengths of two reputable community banks that share a similar culture and customer-first mindset. We are excited to welcome Dave, Chris, and the Susquehanna team to the C&N family.”
David Runk expressed confidence in the partnership, calling it a timely and positive development for SQCF shareholders. “This transaction offers a compelling return on investment and unlocks greater long-term value. We believe our customers will benefit from C&N’s diversified offerings and commitment to community-first banking,” he said.
The transaction remains subject to regulatory approvals and approval by SQCF shareholders. The parties expect to complete the merger in the fourth quarter of 2025. C&N was advised by Piper Sandler & Co. as financial advisor and Barley Snyder as legal counsel. SQCF was advised by Janney Montgomery Scott LLC and legal counsel Pillar+Aught.
This merger positions C&N as a leading community bank in Pennsylvania, combining financial strength, regional scale, and deep-rooted service to deliver long-term value to shareholders and customers alike.
