CCFNB Bancorp, Inc. (OTCPK:CCFN) executed an indication of interest to acquire Muncy Bank Financial, Inc. (OTCPK:MYBF) in a merger of equals transaction on March 21, 2023. CCFNB Bancorp, Inc. signed a definitive merger agreement to acquire Muncy Bank Financial, Inc. (OTCPK:MYBF) for $59.6 million in a merger of equals transaction on April 17, 2023. As per the terms of the transaction, Muncy Bank Financial, Inc. common shareholders will receive a fixed exchange ratio of 0.9259 shares of CCFNB in an all-stock transaction with a total deal value of $65.6 million. At the close, Muncy shareholders are expected to own approximately 42% of the proforma CCFNB. If the merger agreement is terminated under certain circumstances, either CCFNB or MBF may be required to pay a termination fee of $2.6 million to the other party. As per filing on June 21, 2023 Both the banks agreed to rename their combined bank "Journey Bank" and their combined holding company "Muncy Columbia Financial Corporation." The historic names of both banks will be retained in the renamed combined holding company, Muncy Columbia Financial Corporation. The Boards of Directors of the proforma CCFNB and Muncy Columbia Bank will consist of eight members from CCFNB and six from Muncy. Lance O. Diehl, CCFNB?s current President and CEO, will be the Chairman, President and CEO of the pro forma CCFNB and Executive Chairman of Muncy Columbia Bank. Robert J. Glunk, currently Chairman, President and CEO of Muncy Bank Financial, Inc., will be the Chief Operating Officer of the pro forma CCFNB and President and CEO of Muncy Columbia Bank. Messrs. Diehl and Glunk will also be directors of the pro forma CCFNB and Muncy Columbia Bank. Senior management of both banks will continue to be key leaders of the pro-forma Muncy Columbia Bank and will have offices in Bloomsburg, Muncy and South Williamsport. Back offices and operations centers will be located in both Muncy and Bloomsburg. At the effective time of the merger, the number of directors that will comprise the full boards of directors of CCFNB and FCBT will be 20, of which (i) 12 will be all of the existing directors of CCFNB and (ii) 8 will be all of the existing directors of MBF.

The merger agreement was unanimously approved by the boards of directors of both companies. The deal is subject to approval of both companies? shareholders, regulatory approvals, effectiveness of the registration statement and other customary closing conditions. Customers of both institutions will continue to receive the extraordinary service and customer experience they have been accustomed to. As on August 30, 2023, CCFNB has received the regulatory approvals and waivers from the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia necessary to complete the transaction and is now expected to close on November 11, 2023. On October 3, 2023, CCFNB and MBF shareholders approved the merger.

The Kafafian Group, Inc. is acting as financial advisor and provided a fairness opinion to CCFNB Bancorp, Inc. with Dean H. Dusinberre of Stevens & Lee serving as legal counsel to CCFNB Bancorp, Inc. Griffin Financial Group is serving as financial advisor and provided a fairness opinion to Muncy Bank Financial, Inc. with Kimberly J. Decker of Barley Snyder serving as its legal counsel. D.F. King & Co., Inc. acted as proxy solicitor to CCFNB, and will receive a fee of $13,000. CCFNB paid TKG a fee of $50,000 upon the rendering of TKG?s written fairness opinion and will pay fee of $325,000 upon closing of the merger. MBF has paid Griffin a fairness opinion fee of $125,000, and the remaining fee of $506,000 is payable at, and contingent upon, the closing of the transaction. American Stock Transfer & Trust Company LLC acted as exchange agent to CCFNB. Griffin and Barley Snyder acted as due diligence providers to Muncy Bank. Kafafian and Stevens & Lee acted as due diligence providers to CCFNB. Georgeson is the proxy solicitation agent for Muncy Bank Financial and will receive a fee of $16,500 for its services.