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Published on 9/10/2008 in the Prospect News Special Situations Daily.

Harleysville National, Willow Financial merger approved by shareholders

By Lisa Kerner

Charlotte, N.C., Sept. 10 - Harleysville National Corp. and Willow Financial Bancorp, Inc. shareholders approved the merger of Willow Financial with and into Harleysville National on Sept. 9.

Willow Financial's wholly owned subsidiary, Willow Financial Bank, will also merge with and into Harleysville National Bank and Trust Co., Harleysville National's banking subsidiary.

The transaction is expected to close during the fourth quarter, pending regulatory approvals.

Once the acquisition of Willow Financial is complete, Harleysville National Bank and Trust president and chief executive officer Demetra "Deb" M. Takes will continue in her roles but with a focus on marketing and customer relations, Harleysville National said.

Michael B. High, Harleysville National chief operating officer, will retire at the end of November, according to a form 8-K filed with the Securities and Exchange Commission.

Brent Peters will continue as president of East Penn Bank, a division of the Harleysville National Bank and Trust, and will also be appointed chief administrative officer of the holding company.

In May, Harleysville National and Willow Financial agreed to merge in a deal valued at approximately $162 million, or $10.28 per Willow Financial share.

Each share of Willow Financial common stock will be exchanged for 0.73 shares of Harleysville National common stock, it was previously reported.

According to Harleysville National, the merger will create the third-largest bank holding company based in the Philadelphia region, with $5.5 billion in assets and 84 branches.

Harleysville National is the holding company for Harleysville National Bank and Trust and its division, East Penn Bank. The company is based in Harleysville, Pa.

Willow Financial, based in Wayne, Pa., is the holding company for Willow Financial Bank.


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