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 186. 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 65)

Riverview Financial was formed on November 1, 2013 upon the consummation of the consolidation of a predecessor entity of the same name (as incorporated on December 31, 2008) and Union Bancorp, Inc. Riverview Financial is headquartered in Harrisburg, Pennsylvania. Riverview Financial is a registered bank holding company, and currently, its sole business is to act as a holding company for Riverview Bank. At [LPD], Riverview Financial had $[●] million in assets. The common stock of Riverview Financial is currently quoted on the OTCQX under the symbol “RIVE”. Riverview Financial’s website can be accessed at www.riverviewbankpa.com. The principal executive offices of Riverview Financial are located at 3901 North Front Street, Harrisburg, Pennsylvania 17110, and its telephone number is (717) 957-2197.

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 Dauphin, Perry, Schuylkill, Berks, Somerset, Northumberland, Lycoming, and Lebanon Counties, Pennsylvania.

CBT Financial Corp. and CBT Bank (page 119)

CBT Financial was formed in February 2003 as the holding company for CBT Bank. CBT Financial is headquartered in Clearfield, Pennsylvania. CBT Financial is a registered bank holding company, and currently, its sole business is to act as a holding company for CBT Bank. At [LPD], CBT Financial had $[●] million in assets. The common stock of CBT Financial is currently quoted on the OTC PINK under the symbol “CBTC”. CBT Financial’s website can be accessed at www.cbtbank.bank. The principal executive offices of CBT Financial are located at 11 North Second Street, Clearfield, Pennsylvania 16830 and its telephone number is (814) 765-7551.

CBT Bank is a state chartered, FDIC insured, full service commercial bank providing a variety of deposit accounts, loans, online banking, trust & investment services to consumers and businesses through its offices in Clearfield, Huntingdon, Blair, and Centre Counties, Pennsylvania.

Trading Market (page 51)

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

 

The Merger Agreement (page 38)

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 Financial, CBT Financial, 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.

CBT Financial and Riverview Financial will Merge (page 38)

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

CBT Financial Will Hold Its Special Meeting on [Meeting Date] (page 179)

CBT Financial’s special meeting will be held on [Meeting Day], [Meeting Date] at [Meeting time], local time, at [Meeting Place]. At the special meeting, CBT Financial 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 CBT Financial common stock at the close of business on [Record Date] will be entitled to vote at the special meeting. Each share of CBT Financial common stock is entitled to one vote. As of CBT Financial’s record date, there were [●] shares of CBT Financial common stock issued and outstanding and entitled to vote at the special meeting.

Required Vote . The affirmative vote of the holders of a majority of the votes cast by CBT Financial shareholders entitled to vote is required to adopt the merger agreement. Approval of each other proposal requires approval of the holders of a majority of the votes cast at the meeting. A majority of the outstanding CBT Financial 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 CBT Financial and their affiliates had the right to vote [●] shares of CBT Financial common stock, or [●]% of the outstanding CBT Financial common stock entitled to be voted at the special meeting. Riverview Financial does not own any shares of CBT Financial common stock. In accordance with the terms of the merger agreement, each of the directors and certain executive officers of CBT Financial have executed a letter agreement in favor of Riverview Financial pursuant to which he or she has agreed to vote all shares of CBT Financial common stock owned by him or her in favor of adoption of the merger agreement and the transactions contemplated thereby.

CBT Financial Shareholders Will Receive Shares of Riverview Financial Common Stock in the Merger (page 38)

In the proposed merger, CBT Financial shareholders will receive, in exchange for each share of CBT

Financial common stock they own immediately prior to completion of the merger, 2.86 shares of Riverview

 

Financial common stock. Fractional shares of Riverview Financial common stock resulting from the application of the exchange ratio to a shareholder’s holdings of CBT Financial 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) the average market price of Riverview common stock over a ten trading day period ending three business days before the closing. On April 19, 2017, the day prior to public announcement of the Merger, the closing price of Riverview Financial common stock was $11.90. The closing price of Riverview Financial common stock on [LPD] was $[●].

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

The exchange ratio is fixed. However, if the ratio of the average price of Riverview Financial’s common stock, as measured over the 10 trading day period ending on the trading day prior to the latest of (i) the date all regulatory approvals are received and all waiting periods have expired and (ii) the date on which CBT’s shareholders have approved the merger, is (a) less than 80% when compared to its price on April 19, 2017 and also (b) more than 20% less than Average NASDAQ Bank Index Value measured over the same 10 day period compared to that value on April 19, 2017, CBT Financial’s board of directors may elect to terminate the merger agreement unless Riverview Financial increases the exchange ratio in an amount sufficient to cause at least one of the two financial termination measures to no longer be met.

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 Financial receive a written opinion from Barley, Snyder LLP, counsel to Riverview Financial, and CBT Financial receive a written opinion from Luse Gorman, PC, counsel to CBT Financial, to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Accordingly, holders of CBT Financial common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their CBT Financial common stock for Riverview Financial common stock pursuant to the merger, but will recognize gain or loss on any cash received in lieu of fractional shares. For further discussion of the material U.S. federal income tax consequences of the merger, see “ MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER ,” beginning on page 74.

Holders of CBT Financial common stock are urged to 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 63)

The merger will be treated as a business combination to be accounted for using the acquisition method of accounting with Riverview Financial as the acquirer under U.S. generally accepted accounting principles (“GAAP”). Under the acquisition method of accounting, the acquired tangible and identifiable intangible assets and liabilities assumed of CBT Financial 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 GAAP, 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 CBT Financial’s operations only after completion of the merger.

 

Boenning & Scattergood Has Provided an Opinion to CBT Financial’s Board of Directors Regarding the Fairness of the Merger Consideration (page 47)

CBT Financial’s financial advisor, Boenning & Scattergood, Inc., or Boenning & Scattergood, has conducted financial analyses and delivered an opinion to CBT Financial’s board of directors that, as of April 19, 2017, the merger consideration was fair, from a financial point of view, to CBT Financial’s shareholders.

The full text of Boenning & Scattergood’s opinion is attached as Annex B to this proxy statement/prospectus. CBT Financial shareholders should read that opinion and the summary description of Boenning & Scattergood’s opinion contained in this proxy statement/prospectus in their entirety. The opinion of Boenning & Scattergood 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. CBT Financial does not expect that it will request an updated opinion from Boenning & Scattergood.

CBT Financial paid Boenning & Scattergood a fee of $125,000 upon rendering their opinion to CBT Financial board of directors. In addition, CBT Financial has agreed to pay Boenning & Scattergood a fee equal to 1.25% of the merger consideration, or approximately $613,000, upon completion of the merger, against which a retainer of $25,000 and the $125,000 opinion fee shall be credited, as well as to reimburse Boenning & Scattergood for all out-of-pocket expenses up to $12,500.

Boenning & Scattergood, received customary fees and expense reimbursement from CBT Financial in September 2015 for providing investment banking services related to a private placement of CBT Financial common stock.

Board of Directors and Executive Officers of Riverview Financial and Riverview Bank after the Merger (page 58)

Following the merger, the Riverview Financial and Riverview Bank boards of directors will consist of sixteen directors, eight of whom shall be appointed by CBT Financial and eight of whom shall be appointed by Riverview Financial, subject to mutual agreement and subject to such persons (other than employee directors) meeting applicable independence requirements. Each party’s director appointees will have the right to nominate their successors for a period of three years following consummation of the merger. The Riverview Financial board is divided into three classes serving staggered terms, and the parties will assign directors to those classes as mutually agreed. In addition, CBT Financial will have the right to appoint the Chairman of the board from among its director designees for a period of three years following closing, and Riverview Financial will have the right to appoint the Vice Chairman of the board from among its director designees for a period of three years following closing. Following completion of the merger, current non-employee directors of Riverview Financial and CBT Financial who are not appointed to the Riverview Financial board will be paid a lump sum of $60,000 if they agree not to compete with Riverview Financial for a period of three years following closing. Kirk Fox, the current Chief Executive Officer of Riverview Financial and Riverview Bank, and Brett Fulk, the current President of Riverview Financial and Riverview Bank, will continue in those positions following the merger, and the current President and Chief Executive Officer of CBT Financial, Michael Bibak, has been offered the position of Chief Operating Officer of Riverview Financial and Riverview Bank following the merger.

CBT Financial’s Board of Directors Recommends That CBT Financial Shareholders Vote “FOR” Adoption of the Merger Agreement (page 47)

CBT Financial’s board of directors believes that the merger is in the best interests of CBT Financial and has unanimously approved the merger and the merger agreement. CBT Financial’s board of directors recommends

 

that CBT Financial shareholders vote “ FOR ” adoption of the merger agreement. CBT Financial’s 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.

CBT Financial’s Directors and Executive Officers Have Financial Interests in the Merger that May Differ from Your Interests (page 54)

In addition to their interests as CBT Financial shareholders, the directors and executive officers of CBT Financial may have interests in the merger that are different from or in addition to interests of other CBT Financial shareholders. These interests include, among others, provisions in the merger agreement regarding board membership, non-compete payments, 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 CBT Financial shareholder.

The financial interests of CBT Financial’s executive officers and directors in the merger include the following:

 

•

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

 

•

the appointment, effective at the completion of the merger, of eight directors of CBT Financial to the board of directors of Riverview Financial and Riverview Bank, and the payment of compensation to such individuals in accordance with the policies of Riverview Financial, which are described on page 93 under the heading “Compensation of Directors ”;

 

•

Riverview Bank has offered an Employment Agreement to Michael Bibak, President and Chief Executive Officer of CBT Financial, which, if accepted, will become effective when the merger is completed; and

 

•

Non-employee directors of CBT Financial who are not appointed to the Board of Riverview Financial will be paid a lump sum of $60,000 in exchange for agreeing not to compete with Riverview for a period of three years following closing.

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

Holders of CBT Financial Common Stock Have Dissenters’ Rights (page 51)

As a shareholder of CBT Financial, under the Pennsylvania Business Corporation Law of 1988, as amended, you have the right to dissent from the merger and have the fair value of your shares of CBT Financial common stock paid to you in cash. The fair value may be more or less than the value of the shares of Riverview Financial common stock being issued in the merger. Persons having beneficial interests in CBT Financial common stock held of record in the name of another person, such as a broker or CBT Financial, must act promptly to cause the record holder to take the actions required under Pennsylvania law to exercise your dissenter’s rights. The text of Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law, which sets forth the process for obtaining dissenters’ rights, is attached to this proxy statement/prospectus as Annex C .

In order to assert dissenters’ rights, you must:

 

•

File a written notice stating that you intend to dissent and demand the fair value of your shares with CBT Financial prior to the shareholder vote at the special meeting of shareholders of CBT Financial. The notice should be mailed to CBT Financial Corp., 11 North Second Street, P.O. Box 171, Clearfield, Pennsylvania 16830, Attention: Corporate Secretary;

 

•

Make no change in your beneficial ownership of CBT Financial common stock after you give notice of your intention to demand fair value of your shares of CBT Financial common stock;

 

•

Not vote to adopt the merger agreement at the special meeting;

 

•

File a written demand for payment and deposit any certificates representing the CBT Financial shares for which dissenters’ rights are being asserted as requested by the notice that will be sent by Riverview Financial after the completion of the merger; and

 

•

Comply with other statutory procedures set forth in Pennsylvania law.

If you intend to exercise dissenters’ rights, we recommend that you 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 CBT Financial common stock are to be voted, you will be considered to have voted in favor for 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. We recommend that you consult with your own tax advisor if you intend to dissent. See “The Merger — Shareholders Have Dissenters Rights in the Merger” .

The Rights of CBT Financial Shareholders Will Be Governed by Pennsylvania Law and Riverview Financial’s Articles of Incorporation and Bylaws after the Merger (page 125)

The rights of CBT Financial shareholders will change as a result of the merger due to differences in Riverview Financial’s and CBT Financial’s governing documents. A description of shareholder rights under each of the Riverview Financial’s and CBT Financial’s current governing documents, and the material differences between them, is included in the section entitled “ Comparison of Shareholders’ Rights ” found on page 178. The merger agreement requires Riverview Financial to amend its bylaws to require a vote of 60% of all directors to approve certain actions. Upon consummation of the merger, those bylaw changes will be effective. See “ The Merger Agreement—Closing and Effective Time of the Merger ” on page 65.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 61)

Currently, we expect to complete the merger in the fourth quarter of 2017. 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 CBT Financial’s shareholders; approval by Riverview Financial’s shareholders of an increase in the number of shares of authorized common stock of Riverview Financial; 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 CBT Financial exercising dissenters rights; and the receipt of a legal opinion from each of Barley Snyder LLP and Luse Gorman, PC, counsel to Riverview Financial and CBT Financial, respectively, regarding the tax treatment of the merger. Applications seeking such approval of the FRB, PDB and FDIC are anticipated to be filed in July 2017. Riverview Financial’s shareholders approved the increase in its authorized shares of common stock at its Annual Meeting on June 21, 2017.

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

 

No Solicitation of Other Offers (page 60)

CBT Financial has agreed that it, its subsidiaries, 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 CBT Financial’s 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, 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 CBT Financial 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 CBT Financial 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 69.

Termination of the Merger Agreement (page 62)

We may mutually agree to terminate the merger agreement before completing the merger, even after shareholder approval has been obtained. In addition, either Riverview Financial or CBT Financial may decide to terminate the merger agreement if (i) a governmental entity issues a final order that is not appealable prohibiting the merger, (ii) the shareholders of CBT Financial fail to adopt the merger agreement at its shareholder meeting, or if Riverview Financial’s shareholders fail to approve an increase to the number of Riverview’s authorized shares of common stock (such approval was obtained on June 21, 2017), (iii) 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; or (iv) if the merger has not been completed by April 30, 2018, 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 Financial may terminate the merger agreement if CBT Financial’s board of directors, in connection with the receipt of a superior acquisition proposal, (1) enters into an acquisition agreement with respect to the superior acquisition proposal, or (2) withdraws, modifies or qualifies its recommendation of the merger agreement in a manner adverse to Riverview Financial.

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

If the ratio of the average price of Riverview Financial’s common stock, as measured over the 10 trading day period ending on the trading day prior to the latest of (i) the date all regulatory approvals are received and all

 

waiting periods have expired and (ii) the date on which CBT’s shareholders have approved the merger is (a) less than 80% when compared to its price on April 19, 2017 and also (b) more than 20% less than Average NASDAQ Bank Index Value measured over the same 10 day period compared to that value on April 19, 2017, CBT Financial’s board of directors may elect to terminate the merger agreement unless Riverview Financial increases the exchange ratio in an amount sufficient to cause at least one of the two financial termination measures to no longer be met.

Termination Fee (page 63)

CBT Financial will pay Riverview Financial a termination fee of $2.2 million in the event that the merger agreement is terminated:

 

•

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

 

•

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

 

•

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

Riverview Financial will pay CBT Financial a termination fee of $2.2 million if Riverview Financial’s shareholders fail to approve an increase in the number of Riverview Financial’s authorized common stock. However, Riverview Financial’s shareholders have already approved the necessary amendment as of June 21, 2017.

Regulatory Approvals Required for the Merger and the Bank Merger (page 53)

The merger is subject to certain regulatory approvals, including approval of the FRB, FDIC and PDB. As of the date hereof, applications seeking such approvals with the FRB, FDIC and PDB have not been filed, but are anticipated to be filed in July 2017.