Item 8.01. Other Events.
On
Forward-Looking Statements
This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CZFS and HVBC and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CZFS' or HVBC's future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CZFS or HVBC, are forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should" and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.
Among the risks and uncertainties that could cause actual results to differ from
those described in the forward-looking statements include, but are not limited
to, the following: (1) the businesses of CZFS and HVBC may not be combined
successfully, or such combination may take longer to accomplish than expected;
(2) the cost savings from the merger may not be fully realized or may take
longer to realize than expected; (3) operating costs, customer loss and business
disruption following the merger, including adverse effects on relationships with
employees, may be greater than expected; (4) the possibility that the merger may
be more expensive to complete than anticipated, including as a result of
unexpected factors or events; (5) diversion of management's attention from
ongoing business operations and opportunities; (6) the possibility that the
parties may be unable to achieve expected synergies and operating efficiencies
in the merger within the expected timeframes or at all and to successfully
integrate HVBC's operations and those of CZFS; (7) such integration may be more
difficult, time consuming or costly than expected; (8) revenues following the
proposed transaction may be lower than expected; (9) CZFS's and HVBC's success
in executing their respective business plans and strategies and managing the
risks involved in the foregoing; (10) the dilution caused by CZFS's issuance of
additional shares of its capital stock in connection with the proposed
transaction; (11) changes in general economic conditions, including changes in
market interest rates and changes in monetary and fiscal policies of the federal
government; (12) legislative and regulatory changes; and (13) uncertainty as to
the extent of the duration, scope, and impacts of the COVID-19 pandemic on CZFS,
HVBC and the proposed transaction. Further information about these and other
relevant risks and uncertainties may be found in CZFS' Annual Report on Form
10-K for the fiscal year ended
Forward-looking statements speak only as of the date they are made. CZFS and HVBC do not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.
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Additional Information and Where to Find It
In connection with the proposed transaction, CZFS filed with the
No Offer
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 99.1 Press Release ofCitizens Financial Services, Inc. datedJune 13, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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