PUTNAM — Citizens National Bancorp, Inc. announced last week it signed signed a merger agreement with ESB Bancorp, Inc., the parent of Easthampton Savings Bank, under which ESB Bancorp will acquire Citizens National Bancorp, Inc. in an all cash transaction valued at approximately $51.3 million.  

The Citizens National Bank is a $333 million bank located in Putnam, Connecticut.  Following completion of the merger of ESB Bancorp and Citizens National Bancorp, The Citizens National Bank will merge with and into Easthampton Savings Bank.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of Citizens National Bancorp will receive $67.50 in cash for each share they hold.  Based upon Sept. 30, 2014, financial information, the purchase price represents approximately 126 percent of the tangible book value of Citizens National Bancorp and a premium of approximately 78 percent over the recent closing price of $38 per share of Citizens National Bancorp.  The transaction is expected to be accretive to ESB Bancorp’s earnings in the first year of combined operations.

The transaction will expand Easthampton Savings Bank’s market presence into the northeast Connecticut and central Massachusetts markets.  Following completion of the transaction, ESB Bancorp will have consolidated assets of more than $1.3 billion and a branch network of 15 full-service offices.  

Matthew S. Sosik, president and  CEO of Easthampton Savings Bank, said, “We are very pleased to announce our partnership with The Citizens National Bank and to welcome the Citizens employees and customers into the ESB family.  We are very familiar with Citizens’ market area and we are excited to grow through an expansion into the northeast Connecticut and central Massachusetts markets.  Citizens is a well-run and high-performing bank and we are looking forward to continuing to build upon its market share with our unique style of banking.  As a mutual bank, we place our customers and employees first and we will continue to emphasize the personal service and community banking focus that Citizens’ customers have come to expect and appreciate.”

“We believe this transaction is an excellent opportunity for us to partner with a top-performing mutual bank.  We are extremely confident that this combination will serve our customers very well by continuing the high quality of service provided by our dedicated employees and expanding the products and services available to our customers,” said David L. Conrad, president and CEO of The Citizens National Bank.  Peter Deary, chairman of the Board of Directors of The Citizens National Bank, said, “This merger provides an attractive premium for our shareholders while preserving our community bank culture and our commitment to the communities we serve.”

“Given Citizens’ excellent reputation and franchise value in their market area, we expect to operate their five branches under the Citizens trade name after the transaction is completed,” added Sosik. 

The merger is subject to certain conditions, including the approval of the holders of at least a majority of the shares of Citizens National Bancorp and receipt of customary regulatory approvals.  The merger is expected to be completed early in the third quarter of 2015.

Also on Dec. 11, the board of directors of Citizens National Bancorp declared a dividend of $0.50 per share payable on Jan. 9 to shareholders of record as of Dec. 23.

ESB Bancorp, Inc. is the holding company for Easthampton Savings Bank, a Massachusetts savings bank headquartered in Easthampton, Massachusetts since 1869.  Easthampton Savings Bank operates 10 full-service banking offices in the Massachusetts communities of Easthampton, Southampton, Northampton, Hadley, South Hadley, Belchertown, Westfield and Agawam. 

Citizens National Bancorp, Inc. is the holding company for The Citizens National Bank, a national banking association headquartered in Putnam, Connecticut since 1924.  The Citizens National Bank operates five full-service banking offices throughout Windham County in northeastern Connecticut.