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Norwood Financial Corp. To Acquire North Penn Bancorp, Inc.

Norwood Financial Corp. (NASDAQ:NWFL), the holding company for Wayne Bank, Honesdale, Pennsylvania and North Penn Bancorp, Inc. (OTCBB:NPBP), the holding company for North Penn Bank, Scranton, Pennsylvania jointly announced today the signing of a definitive merger agreement pursuant to which Norwood Financial Corp. will acquire North Penn Bancorp, Inc. in a stock and cash transaction. The transaction is an in-market transaction that will expand Norwood Financial Corp.’s existing footprint in Monroe County, Pennsylvania and extend its footprint into Lackawanna County, Pennsylvania. The combined company will have approximately $700 million in assets, 16 branches and improve its market position in Monroe County.

“We are pleased to be able to partner with an organization such as North Penn Bancorp, Inc. Both companies have earned a great reputation in the market, provided exceptional historical returns to shareholders and have a common community banking culture. The combination of talent, prime locations and increased presence in the market will enable us to better serve our customers in Lackawanna and Monroe Counties and all of northeastern Pennsylvania,” noted Lewis J. Critelli, President and Chief Executive Officer of Norwood.

”North Penn is delighted to partner with such a reputable, high performing financial institution. With this merger, our shareholders receive an attractive price and our customers will enjoy banking with a larger community bank with greater product offerings,” stated Frederick L. Hickman, President and Chief Executive Officer of North Penn.

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Norwood Financial Corp. will acquire all of the outstanding shares of North Penn Bancorp, Inc. for a total purchase price of approximately $27.1 million assuming a price of $28.00 per share for Norwood common stock. In addition, North Penn Bank will merge with and into Wayne Bank, with Wayne Bank as the surviving bank. Pursuant to the terms of the merger agreement, shareholders of North Penn Bancorp, Inc. will have the opportunity to elect to receive for each share of North Penn Bancorp, Inc. common stock they own, either 0.6829 shares of Norwood Financial Corp. common stock or $19.12 in cash. All shareholder elections will be subject to allocation and proration procedures set forth in the merger agreement which is intended to ensure that, in the aggregate, 55% of the aggregate merger consideration will consist of Norwood Financial Corp. common stock, and 45% will consist of cash. The transaction is expected to be a tax-free exchange for shareholders of North Penn Bancorp, Inc. receiving stock.

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