SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that is important to you. We urge you to carefully read the entire proxy statement/prospectus and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page 129. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

Information about the Parties

Riverview Financial Corporation and Riverview Bank (page 58)

Riverview was formed on November 1, 2013 upon the consummation of the consolidation of its predecessor entity, the former Riverview Financial Corporation (as incorporated on December 31, 2008), and Union Bancorp, Inc. Riverview is headquartered in Halifax, Pennsylvania. Riverview is a registered bank holding company, and currently, its sole business is to act as a holding company for Riverview Bank. At December 31, 2014, Riverview had $[ — ] million in assets. The common stock of Riverview is currently quoted on the OTCQX under the symbol “RIVE”. Riverview’s website can be accessed at www.riverviewbankpa.com. The principal executive offices of Riverview are located at 200 Front St., PO Box B, Marysville, Pennsylvania 17053, and its telephone number is (717) 957-2196.

Riverview Bank is a state chartered, FDIC insured, full service commercial bank providing personal and business lending, deposit products and wealth management services through its offices in Perry, Dauphin, Cumberland, Berks, Northumberland and Schuylkill Counties, Pennsylvania.

The Citizens National Bank of Meyersdale (page 104)

Citizens is a national banking association, incorporated as a national bank in 1901, and is headquartered in Meyersdale, Pennsylvania. Citizens conducts a full service commercial banking business, providing personal and business lending products through its offices in Somerset County, Pennsylvania. At December 31, 2014, Citizens had $[ — ] million in assets. The common stock of Citizens is currently quoted on the OTCQB under the symbol “CZNS”. Citizens’ website can be accessed at www.citizensmeyersdale.com . The principal executive offices of Citizens are located at 135 Center Street, Meyersdale, Pennsylvania 15552, and its telephone number is (814) 634-5941.

Trading Market (page 41)

Currently, neither the common stock of Riverview nor the common stock of Citizens is traded on a national securities exchange, but are quoted on the OTCQX and OTCQB, respectively. There is currently a very limited public trading market for the common stock of both Riverview and Citizens. The most recent trading price for Riverview’s common stock known to Riverview’s management was $[ — ] per share on [ — ], and the most recent trading price for Citizens’ common stock known to Citizens’ management was $[ — ] per share on [ — ]. Given the absence of an established trading market and publicly available trading information for Riverview and Citizens shares, such prices may not reflect actual current market values.

The Merger Agreement (page 27)

The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. Please carefully read the merger agreement as it is the legal document that governs the merger. The merger agreement is not intended to provide any other factual information about Riverview, Citizens, or any of their respective subsidiaries and affiliates. Investors may want to note that the representations, warranties and covenants contained in the merger agreement were made as of specific dates, are subject to limitations agreed upon by the parties as stated in the agreement, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement, none of which materially alter the representations and warranties made by either party, and are subject to standards of materiality applicable to the contracting parties, as described in the agreement, that may differ from those applicable to investors.

Citizens and Riverview will Merge (page 27)

We are proposing the merger of Citizens and Riverview Bank, with Riverview Bank surviving. As a result of the merger, the corporate existence of Citizens will end. We refer to this event as the “merger” in this document.

 

Citizens Will Hold Its Special meeting on February 18, 2015 (page 102)

Citizens special meeting will be held on Wednesday February 18, 2015 at 2:00 p.m., local time, at The Citizens National Bank of Meyersdale, 135 Center Street, Meyersdale, PA 15552. At the special meeting, Citizens shareholders will be asked to:

 

1.

Adopt the merger agreement; and

 

2.

Approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

Record Date . Only holders of record of Citizens common stock at the close of business on January 1, 2015 will be entitled to vote at the special meeting. Each share of Citizens common stock is entitled to one vote. As of Citizens’ record date, there were 208,000 shares of Citizens common stock issued and outstanding and entitled to vote at the special meeting.

Required Vote . The affirmative vote of two thirds of the outstanding shares of Citizens common stock is required to adopt the merger agreement. Approval of each other proposal requires approval of a majority of the shares present, in person or by proxy, at the meeting. A majority of the outstanding Citizens common stock entitled to vote is necessary to constitute a quorum in order to transact business at the special meeting.

As of the record date, directors and executive officers of Citizens and their affiliates had the right to vote 30,228 shares of Citizens common stock, or 14.53% of the outstanding Citizens common stock entitled to be voted at the special meeting. Riverview does not own any shares of Citizens common stock. In accordance with the terms of the merger agreement, each of the directors and officers of Citizens has executed a letter agreement in favor of Riverview pursuant to which he or she has agreed to vote all shares of Citizens common stock owned by him or her in favor of adoption of the merger agreement and the transactions contemplated thereby.

Citizens Shareholders Will Receive Cash or Shares of Riverview Common Stock in the Merger (page 27)

In the proposed merger, Citizens shareholders will receive, in exchange for each share of Citizens common stock they own immediately prior to completion of the merger, either (i) 2.9586 shares of Riverview common stock or $38.46 in cash. Fractional shares of Riverview common stock resulting from the application of the exchange ratio to a shareholder’s holdings of Citizens common stock will be converted into the right to receive a cash payment for each such fractional share. The cash payment will equal an amount determined by multiplying (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) $38.46.

Citizens shareholders will be entitled to elect to receive the form of merger consideration they wish to receive for each share owned. However, the actual form of merger consideration you receive will depend on your election and, in some circumstances, on the election made by other Citizens shareholders. Although the merger agreement permits you to elect the form of consideration you want to receive in exchange for each share of Citizens common stock you own, your election is subject to proration if the total number of shares for which cash is elected is more than 20% of the total number of Citizens shares outstanding. If that occurs, all elections will be reduced, on the same percentage basis, so that the total number of shares receiving cash consideration is equal to 20% of the total number of shares outstanding, and all prorated shares will then receive the stock consideration. If the total number of shares for which all Citizens shareholders elect to receive cash is equal to or less than 20% of the total number of shares of Citizens outstanding, then all shareholders who made valid elections will receive the consideration that they elect. An election form is attached hereto as Annex D .

The Exchange Ratio Is Fixed, but Citizens May Terminate the Merger Unless Riverview Increases the Exchange Ratio in Certain Circumstances.

The exchange ratio is fixed. However, if the average price of Riverview’s common stock, measured over the 30 trading day period occurring shortly before the closing date of the merger, drops below $9.75 per share and also declines by more than the percent decline in the Nasdaq Bank Stock Index (“NBSI”) between October 30, 2014 and the last trading date in the 30 day period, Citizens’ board of directors may elect to terminate the merger agreement unless Riverview increases the exchange ratio so that the combined stock consideration and cash consideration (assuming a 20% cash election) is at least $6,706,280 (i.e., the value of the merger consideration on October 30, 2014).

Expected Material United States Federal Income Tax Treatment as a Result of the Merger

The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code, and it is a condition to the completion of the merger

 

that Riverview receive a written opinion from Barley, Snyder LLP, counsel to Riverview, and Citizens receive a written opinion from Shumaker Williams, PC, counsel to Citizens, to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that holders of Citizens common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Citizens common stock for Riverview common stock pursuant to the merger. For further discussion of the material U.S. federal income tax consequences of the merger, see “ CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER ,” beginning on page 53.

We recommend that holders of Citizens common stock consult their tax advisors to determine the tax consequences to them, including the application and effect of any state, local or non-U.S. income and other tax laws, of the merger.

Accounting Treatment of the Merger (page 53)

The merger will be treated as a business combination to be accounted for using the acquisition method of accounting under U.S. generally accepted accounting principles. Under the acquisition method of accounting, the acquired tangible and identifiable intangible assets and liabilities assumed of Citizens will be recorded, as of the date of completion of the merger, at their respective fair values. Any excess of the purchase price over the fair values of net assets acquired will be recorded as “goodwill”. Under U.S. generally accepted accounting principles, goodwill is not amortized, but is assessed annually for impairment with any resulting impairment losses included in net income. If the net assets acquired exceed the purchase price, there will be no goodwill recorded and the resulting difference will be recorded as a bargain purchase gain. The results of operations of the combined entity will include the results of Citizens’ operations only after completion of the merger. The merger will be treated as a “business combination” using the acquisition method of accounting with Riverview treated as the acquirer under generally accepted accounting principles, or GAAP.

Sandler O’Neill Has Provided an Opinion to Citizens Board of Directors Regarding the Fairness of the Merger Consideration (page 33)

Citizens’ financial advisor, Sandler O’Neill and Partners, or Sandler, has conducted financial analyses and delivered an opinion to Citizens’ board of directors that, as of October 30, 2014, the merger consideration was fair, from a financial point of view, to Citizens’ shareholders.

The full text of Sandler’s opinion is attached as Annex B to this proxy statement/prospectus. Citizens shareholders should read that opinion and the summary description of Sandler’s opinion contained in this proxy statement/prospectus in their entirety. The opinion of Sandler does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. Citizens does not expect that it will request an updated opinion from Sandler.

Citizens paid Sandler a fee of $100,000 upon rendering their opinion to Citizens board of directors. In addition, Citizens has agreed to pay Sandler a fee of $200,000 upon completion of the merger, against which the $100,000 referenced above shall be credited, as well as to reimburse Sandler for all out-of-pocket expenses up to $7,000.

Board of Directors and Executive Officers of Riverview and Riverview Bank after the Merger (page 40)

Following the merger, the Riverview and Riverview Bank boards of directors will consist of the current members of the board plus two directors chosen by Citizens from among its current directors. We anticipate that the Citizens directors to be appointed to the Riverview and Riverview Bank boards will be Timothy E. Resh and Frances A. Bedekovic. The Riverview board is divided into three classes serving staggered terms; the two Citizens directors will be assigned to a class as mutually agreed. In addition, Riverview has agreed to nominate Citizens’ two designees to the Riverview and Riverview Bank board for reelection for at least one full additional term. Following completion of the merger, Citizens directors who are not appointed to the Riverview Board will be invited to sit on a regional advisory committee for the Citizens Neighborhood Bank division of Riverview. The current executive officers of Riverview and of Riverview Bank will be the executive officers of Riverview and Riverview Bank following the merger.

Citizens Board of Directors Recommends That Citizens Shareholders Vote “FOR” Adoption of the Merger Agreement (page 33)

Citizens’ board of directors believes that the merger is in the best interests of Citizens and has unanimously approved the merger and the merger agreement. Citizens’ board of directors recommends that Citizens shareholders vote “ FOR ” adoption of the merger agreement. Citizens’ board also recommends that its shareholders vote “ FOR ” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

 

Citizens’ Directors and Executive Officers Have Financial Interests in the Merger that May Differ from Your Interests (page 43)

In addition to their interests as Citizens shareholders, the directors and executive officers of Citizens may have interests in the merger that are different from or in addition to interests of other Citizens shareholders. These interests include, among others, provisions in the merger agreement regarding board membership, advisory board membership and fees, employment agreements, indemnification and insurance. These additional interests may create potential conflicts of interest and cause some of these persons to view the proposed transaction differently than you may view it as a Citizens shareholder.

The financial interests of Citizens’ executive officers and directors in the merger include the following:

 

•

the continued indemnification of current directors and officers of Citizens and its subsidiaries pursuant to the terms of the merger agreement and providing these individuals with director’s and officer’s liability insurance;

 

•

the appointment, effective at the completion of the merger, of two directors of Citizens to the board of directors of Riverview and Riverview Bank, and the payment of compensation to such individuals in accordance with the policies of Riverview, which are described on page F-19 under the heading “ Compensation of Directors ”;

 

•

Riverview Bank has entered into an Employment Agreement with Timothy E. Walters, President of Citizens, which will become effective when the merger is completed; and

 

•

directors of Citizens who are not appointed to the Board of Riverview Financial will be invited to participate in an advisory board which will include the payment of a fee of $250 per meeting.

Citizens’ board of directors was aware of these interests and took them into account in its decision to approve the merger agreement.

Holders of Citizens Common Stock Have Dissenters’ Rights (page 41)

As a shareholder of Citizens, under the National Bank Act, you have the right to dissent from the merger and have the appraised fair value of your shares of Citizens common stock paid to you in cash. The appraised fair value may be more or less than the value of the shares of Citizens common stock and cash being paid in the merger. Persons having beneficial interests in Citizens common stock held of record in the name of another person, such as a broker or Citizens, must act promptly to cause the record holder to take the actions required under the National Bank Act to exercise your dissenter’s rights. The text of 12 U.S.C. Section 214a pertaining to dissenters’ rights is attached to this proxy statement/prospectus as Annex C .

In order to exercise dissenters’ rights, you must (1) vote against the merger agreement or give notice of dissent to Citizens at or prior to the special meeting and (2) give the written notice required by the National Bank Act to Riverview following consummation of the merger. If a shareholder has delivered the written notice of dissent, he or she is not required to vote his or her shares against the merger, but must simply refrain from voting for the merger. However, a failure to vote—by not returning the enclosed proxy card, by checking the “abstain” box on the proxy card or by failing to instruct your broker with respect to the proposal to approve the merger—will not entitle you to the rights of a dissenting shareholder unless you also give notice of your dissent, in writing, to Citizens as stated above.

If you intend to exercise dissenters’ rights, you should read the statute carefully and consult with your own legal counsel. You should also remember that, if you return a signed proxy card but fail to provide instructions as to how your shares of Citizens common stock are to be voted, you will be considered to have voted in favor of the merger agreement and you will not be able to assert dissenters’ rights. Also, if you exercise dissenters’ rights, you may have taxable income as a result, so you should consult with your own tax advisor if you intend to dissent. See “The Merger—Shareholders Have Dissenters Rights in the Merger”.

The Rights of Citizens Shareholders Will Be Governed by Pennsylvania Law and Riverview’s Articles of Incorporation and Bylaws after the Merger (page 126)

The rights of Citizens shareholders will change as a result of the merger due to differences in Riverview’s and Citizens’ governing documents. A description of shareholder rights under each of the Riverview and Citizens governing documents, and the material differences between them, is included in the section entitled “ Comparison of Shareholders’ Rights ” found on page 126.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 51)

Currently, we expect to complete the merger in the first quarter of 2015. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where

 

legally permissible, waived. These conditions include, among others: approval of the merger by the requisite vote of Citizens’ shareholders; the receipt of all required regulatory approvals from the Board of Governors of the Federal Reserve System (“FRB”), Federal Deposit Insurance Corporation (“FDIC”), and the Pennsylvania Department of Banking and Securities (“PDB”); the holders of no more than 10% of the outstanding shares of common stock of Citizens exercising dissenters rights; and the receipt of a legal opinion from each of Barley Snyder LLP and Shumaker Williams, PC, counsel to Riverview and Citizens, respectively, regarding the tax treatment of the merger. Applications are pending with the FRB, PDB and FDIC.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

No Solicitation of Other Offers (page 49)

Citizens has agreed that it, its directors and officers and its representatives and advisors will not, between the date of the merger agreement and the date of the special meeting of Citizens’ shareholders, directly or indirectly:

 

•

Initiate, solicit, induce or encourage, or take any action to facilitate the making of any inquiry, offer or proposal which constitutes, relates or could reasonably be expected to lead to an alternative acquisition proposal;

 

•

Respond to any inquiry relating to an alternative acquisition proposal or an alternative acquisition transaction;

 

•

Recommend or endorse an alternative acquisition transaction;

 

•

Participate in any discussions or negotiations, or furnish information or data to any person, that may relate to an alternative acquisition proposal;

 

•

Release anyone from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which either Riverview or Citizens is a party; or

 

•

Enter into any agreement, agreement in principle or letter of intent with respect to any alternative acquisition proposal or approve or resolve to approve any alternative acquisition proposal or any agreement, agreement in principle or letter of intent relating to an alternative acquisition proposal.

The merger agreement does not, however, prohibit Citizens from taking such actions prior to its shareholders’ meeting if its board of directors determines, in good faith, that such discussions or consideration of an alternative acquisition proposal are required for its board of directors to fulfill its fiduciary duties.

For further discussion of the restrictions on solicitation of acquisition proposals from third parties, see “ The Merger Agreement—Agreement Not to Solicit Other Offers ” beginning on page 49.

Termination of the Merger Agreement (page 51)

We may mutually agree to terminate the merger agreement before completing the merger, even after shareholder approval has been obtained. In addition, (i) either Riverview or Citizens may decide to terminate the merger agreement if a governmental entity issues a final order that is not appealable prohibiting the merger, (ii) Riverview may terminate the merger agreement if Citizens does not hold its shareholder meeting, for purposes of seeking approval of the merger, on or before June 30, 2015, (iii) either Riverview or Citizens may decide to terminate the merger agreement if the shareholders of Citizens fail to adopt the merger agreement at its shareholder meeting, and (iv) either Riverview or Citizens may decide to terminate the merger agreement, if the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the agreement not to consummate the merger, subject to the right of the breaching party to cure the breach within 30 days following written notice. Either Citizens or Riverview may terminate the merger agreement if the merger has not been completed by December 31, 2015, unless the reason the merger has not been completed by that date is a breach of the merger agreement by the company seeking to terminate the merger agreement.

Riverview may terminate the merger agreement if Citizens’ board of directors, in connection with the receipt of an alternative acquisition proposal, (1) enters into an acquisition agreement with respect to the alternative acquisition proposal, (2) terminates the merger agreement, (3) fails to make, withdraws, modifies or qualifies its recommendation of the merger agreement in a manner adverse to Riverview, or (4) delivers a written notice to Riverview of its determination to accept the alternative acquisition proposal.

Citizens may terminate the merger agreement if Citizens receives an alternative acquisition proposal and delivers a written notice to Riverview of its determination to accept the alternative acquisition proposal.

 

If the average price of Riverview’s common stock, measured over the 30 trading day period occurring shortly before the closing date of the merger, drops below $9.75 per share and also declines by more than the percent decline in the NBSI between October 30, 2014 and the last trading date in the 30 day period, Citizens’ board of directors may elect to terminate the merger agreement unless Riverview increases the exchange ratio so that the combined stock consideration and cash consideration (assuming a 20% cash election) is at least $6,706,280 (i.e., the value of the merger consideration on October 30, 2014).

Termination Fee (page 52)

Citizens will pay Riverview a termination fee of $300,000 in the event that the merger agreement is terminated:

 

•

By Riverview because Citizens’ shareholders fail to approve the merger at the special meeting of Citizens and, prior thereto, there has been a publicly proposed or announced alternative acquisition proposal for Citizens that is agreed to or consummated within 12 months following termination; or

 

•

By Riverview because Citizens has received an alternative acquisition proposal, and Citizens (1) enters into an acquisition agreement with respect to the alternative acquisition proposal, (2) terminates the merger agreement, (3) fails to make, withdraws, modifies or qualifies its recommendation of the merger agreement in a manner adverse to Riverview, or (4) delivers a written notice to Riverview of its determination to accept the alternative acquisition proposal; or

 

•

By Citizens, if Citizens receives an alternative acquisition proposal and delivers a written notice to Riverview of its determination to accept the alternative acquisition proposal in compliance with all requirements of the merger agreement.

Each party will pay the other a termination fee of $300,000 if the agreement is terminated due to a material breach by the other party which remains uncured after 30 days’ notice.

Regulatory Approvals Required for the Merger and the Bank Merger (page 42)

The merger is subject to certain regulatory approvals, including approval of the FRB, FDIC and PDB. As of the date hereof, applications are pending with the FRB, FDIC and PDB.