8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2021

Riverview Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-38627	38-3917371
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3901 North Front Street, Harrisburg, Pennsylvania	17110
(Address of principal executive offices)	(Zip Code)

(717) 827-4042

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RIVE	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.)

Emerging growth company   ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On January 14, 2021, Riverview Bank (the “Bank”), the wholly-owned subsidiary of Riverview Financial Corporation, and AmeriServ Financial Bank, the wholly-owned subsidiary of AmeriServ Financial, Inc., executed a Branch Purchase and Assumption Agreement (the “Agreement”), whereby AmeriServ will acquire the branch and deposit customers of Citizens Neighborhood Bank (“CNB”), an operating division of the Bank, located in Meyersdale, Pennsylvania, as well as the deposit customers of CNB’s leased branch office in the Borough of Somerset, Pennsylvania.  As of the date of the Agreement, the related deposits totaled approximately $48 million and will be acquired for a 3.71% deposit premium.  The transaction is expected to close in the second quarter of 2021, subject to regulatory approval and other customary closing conditions.

On January 15, 2021, the parties issued a joint press release announcing the execution of the Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial Statements of Businesses Acquired.

None.

(b)  Pro Forma Financial Information.

None.

(c)  Shell Company Transactions.

None.

(d)  Exhibits.

            Exhibit Number      Description

99.1 Joint Press Release dated January 15, 2021

104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto, duly authorized.

	RIVERVIEW FINANCIAL CORPORATION
	(Registrant)
Dated: January 15, 2021	/s/ Brett D. Fulk
	Brett D. Fulk
	Chief Executive Officer

EX-99.1

Exhibit 99.1

JOHNSTOWN, PA, January 15, 2021 – AmeriServ Financial, Inc. (NASDAQ: ASRV), the parent company of AmeriServ Financial Bank, and Riverview Financial Corporation (NASDAQ: RIVE), the parent company of Riverview Bank and its operating divisions, jointly announced today the execution of a definitive agreement whereby AmeriServ will acquire Citizens Neighborhood Bank’s (CNB), an operating division of Riverview Bank, branch and deposit customers in Meyersdale, as well as the deposit customers of CNB’s leased branch in the Borough of Somerset.  Both of these locations are in Somerset County in southwestern Pennsylvania.

As of the agreement date, the related deposits total approximately $48 million and will be acquired for a 3.71% deposit premium.  The Meyersdale branch will continue in operation under the AmeriServ name, and Somerset branch customers will be serviced from the neighboring full service AmeriServ office at 108 West Main Street.  On a pro forma basis, ASRV will have the fourth largest deposit market share in Somerset County with four branches and $150 million in deposits. This transaction will be immediately accretive to AmeriServ earnings and the approximate 2% dilution to ASRV’s tangible book value will be earned back in less than three years.

Jeffrey A. Stopko, President and CEO of AmeriServ said of the transaction: “We know these markets very well and we are excited about this opportunity that fits in so perfectly with our operational strategies for growth; adding a profitable branch and additional deposits in our core markets.  We are looking forward to welcoming the branch employees and customers (many of whom were customers of the former Citizens National Bank of Meyersdale) into the AmeriServ family.”

Brett D. Fulk, President and CEO of Riverview commented: “This transaction is consistent with our ongoing focus upon operational efficiencies, which includes a comprehensive retail office repositioning and brand consolidation strategy.  We are pleased to have found the right partner in AmeriServ Financial Bank for our CNB deposit customers and retail employees.  I am confident the transition from CNB will be seamless for our customers and employees.”

The transaction is subject to regulatory approvals and satisfaction of customary closing conditions and is expected to close in the second quarter of 2021. Stevens & Lee is serving as legal counsel and Griffin Financial Group is serving as financial advisor to AmeriServ. Luse Gorman, PC is serving as legal counsel and Ategra Capital Management is serving as financial advisor to Riverview.

About AmeriServ Financial, Inc.

AmeriServ Financial, Inc. is the parent of AmeriServ Financial Bank and AmeriServ Trust and Financial Services Company in Johnstown, PA.  The Company's subsidiaries provide full-service banking and wealth management services through sixteen community offices in southwestern Pennsylvania and Hagerstown, Maryland.  The Company also operates loan production offices in Altoona and Monroeville, Pennsylvania.  At September 30, 2020, AmeriServ had total assets of $1.3 billion and a tangible book value of $5.36 per common share.  The Company’s common stock trades on the NASDAQ Global Market under the symbol “ASRV”.  For more information, visit www.ameriserv.com.

About Riverview Financial Corporation

Riverview Financial Corporation is the parent company of Riverview Bank. An independent community bank, Riverview Bank serves the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry, Schuylkill and Somerset Counties through 27 community banking offices and three limited purpose offices. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. Riverview's business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely decision making, flexible and reasonable operating procedures and consistently applied credit policies. The Company's common stock trades on the NASDAQ Global Market under the symbol "RIVE". The Investor Relations site can be accessed at https://www.riverviewbankpa.com/.

Caution Regarding Forward-Looking Statements

This release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein.  Such statements are not historical facts and include expressions about management's expectations, strategies and similar matters.  Forward-looking statements may be identified by words such as "continuing," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements.  Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement.  Forward-looking statements involve risks and uncertainties that could cause results to differ materially from current expectations.  Such risks and uncertainties are described in the filings made by AmeriServ and Riverview with the Securities and Exchange Commission, including their respective Annual Reports on Form 10-K for the year ended December 31, 2019.  Forward-looking statements are based on the beliefs and assumptions of management and on currently available information. The statements in this release are made as of the date of this press release, even if subsequently made available by on a website or otherwise.  AmeriServ and Riverview undertake no responsibility to publicly update or revise any forward-looking statement included herein to reflect future events or developments.

Contact

Riverview Financial Corporation – Customer Contact Center, 888-765-7551

XML

Document and Entity Information	Jan. 14, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 14, 2021
Entity Registrant Name	Riverview Financial Corporation
Entity Incorporation, State or Country Code	PA
Entity File Number	001-38627
Entity Tax Identification Number	38-3917371
Entity Address, Address Line One	3901 North Front Street
Entity Address, City or Town	Harrisburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17110
City Area Code	717
Local Phone Number	827-4042
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001590799
Title of 12(b) Security	Common Stock
Trading Symbol	RIVE
Security Exchange Name	NASDAQ