North Penn Bancorp/Norwood Financial

On December 15, 2010, Norwood Financial Corp. (Nasdaq: NWFL) and North Penn Bancorp, Inc. (OTCBB: NPBP) announced that they have entered into a contract whereby Norwood Financial Corp. will acquire North Penn Bancorp, Inc. in a stock and cash transaction valued at $27.1 million.

North Penn Bank will merge with and into Wayne Bank, with Wayne Bank as the surviving bank. Pursuant to the terms of the merger agreement, shareholders of North Penn Bancorp, Inc. will have the opportunity to elect to receive for each share of North Penn Bancorp, Inc. common stock they own, either 0.6829 shares of Norwood Financial Corp. common stock or $19.12 in cash.

The transaction is expected to be accretive to Norwood Financial Corp.'s earnings in the first full year of operations.

Boenning & Scattergood, Inc. acted as financial advisor to Norwood Financial Corp. and The Kafafian Group, Inc. acted as financial advisor to North Penn Bancorp, Inc. Malizia Spidi & Fisch, PC served as legal counsel for Norwood Financial Corp., and Kilpatrick Stockton LLP served as legal counsel for North Penn Bancorp, Inc.

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