FOR IMMEDIATE RELEASE
Contact:
GNB
FINANCIAL SERVICES, INC. TO ACQUIRE
THE HERNDON NATIONAL BANK
GRATZ, PENNSYLVANIA (February 4, 2011) –
GNB Financial Services, Inc. (“GNB Financial”) (OTC: GNBF.PK), bank holding
company of The Gratz National Bank (“GNB”), and The Herndon National Bank
(“HNB”), have announced the execution of an agreement and plan of merger
pursuant to which HNB will merge with and into GNB. The Gratz National headquartered in
The joint announcement was made today by Theodore R. Bonwit, Jr., President of GNB Financial and GNB, and Steven I. Tressler, CEO of HNB. Under the terms of the agreement, shareholders will receive consideration equal to the HNB tangible book value per share at the consummation of the merger. The aggregate consideration will consist of GNB common stock with a value greater than forty percent (40%) of the transaction value and less than sixty percent (60%) cash. The consideration allocation among shareholders will be determined by their amount of ownership of HNB.
In connection with the merger, HNB will merge with and into GNB. HNB will also designate two individuals to be appointed as directors of GNB Financial and GNB. The remaining HNB directors will comprise a newly-created Herndon Advisory Board of GNB.
“We are pleased to welcome the shareholders, employees and customers of Herndon to the Gratz family,” said Theodore R. Bonwit, President and Chief Executive Officer of GNB Financial and GNB. “The addition of the Herndon National Bank to Gratz Bank enhances our organization’s market penetration and presents an exciting opportunity for growth in the future.”
HNB’s CEO Steven I. Tressler, said “This combination offers an opportunity to merge with a bank of like values, by continuing Herndon's community bank philosophy. Given the demands of a changing banking environment, the Board of Directors believes this transaction represents a positive opportunity for our shareholders, customers, employees and the communities we serve.”
The merger is subject to customary closing conditions including receipt of regulatory approvals and the approval of HNB’s shareholders. GNB anticipates that the transaction will close during the third quarter of 2011.
The Gratz National Bank was established in 1934 and has been serving the financial needs of
its neighbors and friends for 75 years. For more information about GNB Financial and Gratz,
visit its website at www.gratzbank.com.
This news release may contain “forward-looking statements” which are made in good faith by GNB Financial. These forward-looking statements include statements with respect to GNB Financials strategies, goals, beliefs, expectations, estimates, intentions, financial condition, results of operations, future performance and business. Statements preceded by, followed by or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important economic, regulatory, legal and technological factors, among other, could cause GNB Financial’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. GNB Financial cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact that any future acquisition may have on GNB Financial and any such forward-looking statement. GNB Financial does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by or on behalf of the GNB Financial.
GNB Financial and HNB and their directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of those participants may be obtained by reading the offering memorandum/proxy statement regarding the proposed merger transaction when it becomes available.