April 19, 2017

On April 19, 2017, CBT Financial Corp. (“CBT Financial”), Clearfield, Pennsylvania, and Riverview Financial Corporation (“Riverview Financial”), Harrisburg, Pennsylvania, entered into a definitive merger agreement pursuant to which CBT Financial will merge with Riverview Financial in a merger of equals, with Riverview Financial as the resulting company. The total merger consideration is approximately $48.8 million with CBT Financial shareholders receiving 2.86 shares of Riverview Financial common stock for each share of CBT Financial common stock. As part of the merger, CBT Bank, the subsidiary of CBT Financial, will merge with and into Riverview Bank, the subsidiary of Riverview Financial.

Eight directors of CBT Financial will join eight current Riverview Financial directors on the Boards of the resulting company and Riverview Bank, both of which will have 16 board members as a result of the merger. Following the merger, William E. Wood, CBT Financial’s current Chairman, will become Chairman of the Boards of Riverview Financial and Riverview Bank. Michael Bibak, CBT Financial’s current President and Chief Executive Officer, will become the Chief Operating Officer of Riverview Financial and Riverview Bank.

Luse Gorman served as legal counsel to CBT Financial in the transaction.  The Luse Gorman team was led by Kent M. Krudys (Corporate/M&A), Marc P. Levy (Corporate/M&A) and Benjamin M. Azoff (Corporate/M&A) and included Max Seltzer (Executive Compensation).

CBT Financial has approximately $481 million in total assets and operates thirteen offices located in Clearfield, Huntingdon, Blair, and Centre Counties, Pennsylvania.

Riverview Financial has approximately $559 million in total assets and operates twenty offices located in Schuylkill, Perry, Dauphin, Somerset, Berks, Northumberland, Lebanon, and Lycoming Counties, Pennsylvania.