Norwood Financial Corp. (the holding company for Wayne Bank of Honesdale, Pa.) and UpState New York Bancorp Inc. (the holding company for Bank of the Finger Lakes and Bank of Cooperstown) jointly announced Jan. 9 the signing of a merger agreement in which Norwood will acquire UpState in a stock and cash transaction to extend Norwood’s business into Ontario, Otsego, and Yates Counties in New York.

The combined company will have approximately $1.7 billion in assets and 31 offices throughout five counties in Northeastern Pennsylvania, and five counties in upstate New York.

Mike Briggs, President of UpState, assures Bank of the Finger Lakes customers, “We want to make this as much of a non-event as possible. There will be no change in branches or lending staff, and we intend to maintain our administrative presence here in Geneva.”

In the announcement, Briggs stated, “We are delighted to provide our customers, shareholders and employees with the opportunity to partner with Wayne Bank. They are a high-quality community bank. The added depth and breadth of the merged companies will enable us to enhance the customer experience through greater product offerings and provide career growth for our employees while delivering value for our shareholders.”

Lewis J. Critelli, President and CEO of Norwood says, “Both of our companies have earned a great reputation in the market and have a common community banking culture. This acquisition will offer expanded products and services to the USNY Bank customer base and will extend our reach from the Southern Tier to Upstate New York.”

Norwood operates 15 offices in Pennsylvania and 12 New York offices in Delaware and Sullivan Counties, with total assets of $1.2 billion, trading on the Nasdaq Global Market under the symbol NWFL.

UpState operates two Bank of the Finger Lakes offices in Geneva and Penn Yan, and two Bank of Cooperstown offices in Cooperstown and Oneonta, with total assets of $435.9 million. The transaction is valued at approximately $80 million, and is expected to be a tax-free exchange for shareholders of UpState receiving Norwood common stock.

Critelli will remain as President and CEO of the combined company. UpState directors Jeffrey S. Gifford and Alexandra K. Nolan will be appointed to the boards of directors of Norwood and Wayne Bank. The other directors of UpState will be invited to join a regional advisory board. Briggs will enter into a consulting agreement with Wayne Bank. Scott D. White, unit President of Bank of Cooperstown, and Jeffrey E. Franklin, unit President of Bank of the Finger Lakes, will also remain in place.

The merger, expected mid-year, is subject to closing conditions, regulatory approvals, and the final approval of Norwood and UpState shareholders.

An investor presentation on the transaction, prepared by Norwood, can be accessed