PUTNAM, Conn., Dec. 11, 2014 /PRNewswire/ — Citizens National Bancorp, Inc. (Trading Symbol: “CTZR”), the holding company for The Citizens National Bank, announced today that it has signed a definitive merger agreement with ESB Bancorp, Inc., the parent of Easthampton Savings Bank, under which ESB Bancorp will acquire Citizens National Bancorp, Inc. in an all cash transaction valued at approximately $51.3 million. The Citizens National Bank is a $333 million bank located in Putnam, Connecticut. Following completion of the merger of ESB Bancorp and Citizens National Bancorp, The Citizens National Bank will merge with and into Easthampton Savings Bank.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of Citizens National Bancorp will receive $67.50 in cash for each share they hold. Based upon September 30, 2014 financial information, the purchase price represents approximately 126% of the tangible book value of Citizens National Bancorp and a premium of approximately 78% over the recent closing price of $38.00 per share of Citizens National Bancorp. The transaction is expected to be accretive to ESB Bancorp’s earnings in the first year of combined operations.

The transaction will expand Easthampton Savings Bank’s market presence into the northeast Connecticut and central Massachusetts markets. Following completion of the transaction, ESB Bancorp will have consolidated assets of more than $1.3 billion and a branch network of 15 full-service offices. Easthampton Savings Bank will continue to be well capitalized under applicable regulatory requirements following completion of the transaction.

Matthew S. Sosik, President and Chief Executive Officer of Easthampton Savings Bank, stated, “We are very pleased to announce our partnership with The Citizens National Bank and to welcome the Citizens employees and customers into the ESB family. We are very familiar with Citizens’ market area and we are excited to grow through an expansion into the northeast Connecticut and central Massachusetts markets. Citizens is a well-run and high-performing bank and we are looking forward to continuing to build upon its market share with our unique style of banking. As a mutual bank, we place our customers and employees first and we will continue to emphasize the personal service and community banking focus that Citizens’ customers have come to expect and appreciate.”

“We believe this transaction is an excellent opportunity for us to partner with a top-performing mutual bank. We are extremely confident that this combination will serve our customers very well by continuing the high quality of service provided by our dedicated employees and expanding the products and services available to our customers,” said David L. Conrad, President and Chief Executive Officer of The Citizens National Bank. Peter Deary, Chairman of the Board of Directors of The Citizens National Bank, commented that “this merger provides an attractive premium for our shareholders while preserving our community bank culture and our commitment to the communities we serve.”

“Given Citizens’ excellent reputation and franchise value in their market area, we expect to operate their five branches under the Citizens trade name after the transaction is completed,” stated Sosik.

The merger is subject to certain conditions, including the approval of the holders of at least a majority of the shares of Citizens National Bancorp and receipt of customary regulatory approvals. The merger is expected to be completed early in the third quarter of 2015.

Sterne, Agee & Leach, Inc. acted as financial advisor to Citizens National Bancorp and rendered a fairness opinion to the board of directors of Citizens National Bancorp in conjunction with this transaction. Kilpatrick Townsend & Stockton LLP served as legal counsel to ESB Bancorp and Cranmore, FitzGerald & Meaney served as legal counsel to Citizens National Bancorp.

Also on December 11, 2014, the board of directors of Citizens National Bancorp declared a dividend of $0.50 per share payable on January 9, 2015 to shareholders of record as of December 23, 2014.

About ESB Bancorp, Inc.

ESB Bancorp, Inc. is the holding company for Easthampton Savings Bank, a Massachusetts savings bank headquartered in Easthampton, Massachusetts since 1869. Easthampton Savings Bank operates ten full-service banking offices in the Massachusetts communities of Easthampton, Southampton, Northampton, Hadley, South Hadley, Belchertown, Westfield and Agawam.

About Citizens National Bancorp, Inc.

Citizens National Bancorp, Inc. is the holding company for The Citizens National Bank, a national banking association headquartered in Putnam, Connecticut since 1924. The Citizens National Bank operates five full-service banking offices throughout Windham County in Northeastern Connecticut.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating The Citizens National Bank and Easthampton Savings Bank, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which The Citizens National Bank and Easthampton Savings Bank are engaged, changes in the securities markets and other risks and uncertainties.

This press release does not constitute a solicitation of proxies.

Citizens National Bancorp, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Citizens are urged to read the proxy statement and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Citizens will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to the name and address below.

Citizens National Bancorp, Inc. and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Citizens in connection with the merger. Information about the directors and executive officers of Citizens, their ownership of Citizens common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Citizens for approval of the proposed transaction will be contained in the proxy statement.

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SOURCE Citizens National Bancorp, Inc.