Codorus Valley Bancorp, Inc.

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Ademi LLP is investigating Codorus Valley (Nasdaq: CVLY) for possible breaches of fiduciary duty and other violations of law in its transaction with Orrstown.

In the transaction, the holders of Codorus Valley’s common stock will receive only 0.875 shares of Orrstown common stock. As a result of the transaction, Orrstown shareholders will own approximately 56% of the outstanding shares of the combined company and Codorus Valley shareholders will own approximately 44% of the outstanding shares of the combined company. The transaction agreement unreasonably limits competing transactions for Codorus Valley by imposing a significant penalty if Codorus Valley accepts a competing bid. Codorus Valley insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Codorus Valley’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.