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Codorus Valley Bancorp, Inc. Announces Pricing of Public Offering

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YORK, Pa. — Codorus Valley Bancorp, Inc. (Codorus Valley) (NASDAQ: CVLY), holding company of PeoplesBank, a Codorus Valley Company (PeoplesBank), today announced it has priced a public offering of 1,519,000 shares of common stock at $19.75 per share for gross proceeds of approximately $30.0 million. The Company expects to close the sale of the shares of common stock on or about December 15, 2015, subject to customary closing conditions.

Sandler O’Neill + Partners, L.P. and Janney Montgomery Scott LLC served as joint book-running managers for the offering. The underwriters have been granted a 30-day option to purchase up to an additional 227,850 shares of common stock from the Company.

The Company expects to use the net proceeds of this offering to redeem, subject to applicable regulatory approvals, the $12 million in outstanding shares of its Senior Non-cumulative Perpetual Preferred Stock, Series B (the “SBLF Preferred Stock”), that had been issued to the United States Department of the Treasury pursuant to the Treasury’s Small Business Lending Fund Program, as well as for general corporate purposes, which may include, without limitation, making investments at the holding company level, providing capital to support its bank subsidiary, PeoplesBank, supporting asset and deposit growth, engaging in acquisitions or other business combinations, and reducing or refinancing existing debt.  The Company does not have any specific plans for acquisitions or other business combinations at this time.  Allocations of the anticipated net proceeds from this offering to specific purposes other than the redemption of the outstanding SBLF Preferred Stock have not been made at the date of this press release.

The shares will be issued pursuant to a prospectus supplement and prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3 (File No. 333-192474).