GRATZ, Pa.--(BUSINESS WIRE)--GNB Financial Services, Inc. ("GNB Financial") (OTC: GNBF.PK), bank holding company of The Gratz Bank ("Gratz Bank"), and Liberty Centre Bancorp, Inc., (“LCB”), parent savings and loan holding company of Liberty Savings Bank, F.S.B. (“Liberty Bank”), have announced the execution of an agreement and plan of merger (the “Agreement”) pursuant to which LCB will merge with and into a wholly owned subsidiary of GNB Financial and Liberty Bank will merge with and into Gratz Bank. GNB Financial is the $182 million bank holding company of Gratz Bank, a Pennsylvania state-chartered bank headquartered in Gratz, Pennsylvania, that operates three community bank offices in Gratz, Valley View, and Herndon, Pennsylvania. LCB is the $28 million holding company of Liberty Bank, a federally-chartered stock savings bank headquartered in Pottsville, Pennsylvania, with two locations located in Pottsville and a loan production office in Macungie, Pennsylvania.
“Given the demands of a changing banking environment, the Board of Directors believes this transaction represents an opportunity for our shareholders, customers, employees and the communities we serve.”
The joint announcement was made today by Wesley M. Weymers, President and Chief Executive Officer of GNB Financial and Gratz Bank, and Robert W. Pugh, Jr., President and Chairman of the Board of LCB and Liberty Bank.
Under the terms of the agreement, LCB shareholders will receive cash consideration equal to “adjusted book value per share” for each share of LCB common stock outstanding at the effective time of the merger. Pursuant to the terms of the Agreement, LCB’s book value will be adjusted as of the effective time of the merger for increases to Liberty Bank’s allowance for loan losses, payments for certain contracts and commitments, and payments in resolution of certain matters outstanding as of the effective time.
In connection with the merger, LCB will merge with and into a wholly-owned subsidiary of GNB Financial and Liberty Bank will merge with and into Gratz Bank. Three of the LCB directors will be invited to join an advisory board to the GNB Financial board of directors.
"We are pleased to welcome the customers and employees of LCB to the Gratz family," said Wesley M. Weymers, President and Chief Executive Officer of GNB Financial and Gratz Bank. "The addition of LCB to the GNB Financial franchise continues GNB Financial’s growth as a strong high performing community bank and increases our locations, products, and efficiencies to better serve our customers and provide value to our shareholders."
LCB’s President and Chairman of the Board, Robert W. Pugh, Jr., said, "Given the demands of a changing banking environment, the Board of Directors believes this transaction represents an opportunity for our shareholders, customers, employees and the communities we serve."
The merger is subject to closing conditions enumerated in the Agreement, including receipt of regulatory approvals and the approval of LCB’s shareholders. GNB Financial anticipates that the transaction will close late in the fourth quarter of 2013 or early in the first quarter of 2014.
About GNB Financial and Gratz Bank
GNB Financial Services, Inc. is the bank holding company for The Gratz Bank, headquartered in Gratz, Pennsylvania and operating three community banking offices located in the Herndon, Valley View, and the Gratz areas. The Gratz Bank was established in 1934 and has been serving the financial needs of its neighbors and friends for more than 75 years. For more information about GNB Financial and Gratz Bank, visit its website at www.gratzbank.com.
This news release may contain "forward-looking statements" which are made in good faith by GNB Financial or LCB. These forward-looking statements include statements with respect to GNB Financial’s or LCB’s 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 or LCB’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. Neither GNB Financial nor LCB undertakes to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of GNB Financial or LCB.
GNB Financial and LCB 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 proxy statement regarding the proposed merger transaction when it becomes available.