Codorus Valley Bancorp to merger into Orrstown Financial in $207M all-stock deal

Orrstown Financial (ORRF) and Codorus Valley Bancorp (CVLY) announced they have entered into a definitive agreement pursuant to which Codorus Valley will merge with and into Orrstown in an all-stock transaction valued at approximately $207M, or $21.31 per share of Codorus Valley common stock, based on the $24.35 closing price of Orrstown common stock on December 11. Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, each outstanding share of Codorus Valley common stock will be exchanged for the right to receive 0.875 shares of Orrstown common stock. As a result of the transaction, Orrstown shareholders will own approximately 56% of the outstanding shares of the combined company and Codorus Valley shareholders will own approximately 44% of the outstanding shares of the combined company. The combined company will trade on the Nasdaq Global Select Market under the Orrstown ticker symbol (ORRF). The combined company will operate under the “Orrstown Financial Services, Inc.” name, and the combined bank will operate under the “Orrstown Bank” name. The administrative headquarters of the combined company will be located in Harrisburg, Pennsylvania while the operations center will be located in York, Pennsylvania. The combined company will serve a contiguous footprint throughout Central and Eastern Pennsylvania and the Greater Baltimore, Maryland region and will remain committed to serving the communities that each bank has served for over a century. The combined company’s board will consist of seven directors from Orrstown and six directors from Codorus Valley. Joel Zullinger, chairman of Orrstown’s board, will serve as chairman of the board of the combined company and the combined bank. J. Rodney Messick, chairman of Codorus Valley’s board, will serve as vice-chairman of the board of the combined company and the combined bank. Thomas Quinn, Jr., the current president and CEO of Orrstown, will serve as president and CEO of the combined company and the combined bank at closing. Craig Kauffman, the current president and CEO of Codorus Valley, will serve as executive VP and COO of the combined company and the combined bank at closing. Kauffman will be appointed president and CEO of the combined company and combined bank on or about June 1, 2025 upon Quinn’s retirement. The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Orrstown and Codorus Valley shareholders. Codorus Valley directors and executive officers have entered into agreements with Orrstown pursuant to which they have committed to vote their shares of Codorus Valley common stock in favor of the merger of Codorus Valley with and into Orrstown. Orrstown directors and executive officers have entered into agreements with Codorus Valley pursuant to which they have committed to vote their shares of Orrstown common stock in favor of the issuance of Orrstown shares to Codorus Valley shareholders in the merger.