Orrstown Financial Services and Codorus Valley Bancorp Announce Receipt of Shareholder Approvals for Merger of Equals

SHIPPENSBURG, Pa. and YORK, Pa., May 30, 2024 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank, and Codorus Valley Bancorp, Inc. (NASDAQ: CVLY), the parent company of PeoplesBank, A Codorus Valley Company, today announced that they each received shareholder approval for the previously announced merger of equals. At a special meeting of shareholders held on May 30, 2024, Codorus Valley’s shareholders approved the merger of Codorus Valley with and into Orrstown, with Orrstown as the surviving corporation, the Agreement and Plan of Merger, dated as of December 12, 2023, by and between Orrstown and Codorus Valley, and the compensation payable to the named executive officers of Codorus Valley in connection with the Merger. At a special meeting of shareholders held on May 30, 2024, Orrstown shareholders approved the issuance of shares of Orrstown common stock to Codorus Valley shareholders pursuant to the Merger Agreement.

Thomas R. Quinn, Jr., Orrstown’s President and Chief Executive Officer, commented “The receipt of shareholder approval marks an important milestone for our merger of equals. Craig and I are proud that each company’s shareholder base overwhelmingly supported the transaction, which we expect will create meaningful shareholder value and expand opportunities for our employees, clients, and communities.”

Craig L. Kauffman, President and Chief Executive Officer of Codorus Valley, commented “Today’s vote brings us one step closer to providing enhanced financial services to our valued clients. I am eager to get started on building the premier community banking franchise in our Pennsylvania and Maryland markets.”

The Merger and related transactions are expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals.

About Orrstown

Orrstown Financial Services, Inc. and its wholly owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on the NASDAQ Global Select Market under the symbol “ORRF”.

About Codorus Valley

Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. Codorus Valley Bancorp, Inc.’s Common Stock is listed on the NASDAQ Global Market under the symbol “CVLY”.