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Orrstown Financial Services, Inc. Announces Election Deadline for Mercersburg Financial Corporation Stockholders

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SHIPPENSBURG, Pa., Sept. 04, 2018 (GLOBE NEWSWIRE) -- Orrstown Financial Services, Inc. ("Orrstown") (NASDAQ:ORRF) today announced the deadline for common stockholders of Mercersburg Financial Corporation ("Mercersburg") to elect the form of consideration that they wish to receive in Orrstown's pending merger with Mercersburg. The acquisition remains subject to customary closing conditions. The merger is expected to close on October 1, 2018, subject to receipt of all required regulatory and stockholder approvals.

Mercersburg common stockholders who wish to elect to receive Orrstown common stock, cash, or a combination of stock and cash, in exchange for their shares of Mercersburg common stock must deliver a properly completed Cash/Stock Election Form and Letter of Transmittal, together with their Mercersburg stock certificate(s), to Continental Stock Transfer & Trust Company ("Continental") prior to 5:00 p.m., Eastern time, on Monday, September 24, 2018.

Election materials will be mailed on or about September 4, 2018 to holders of record of Mercersburg common stock at the close of business on August 27, 2018.

Under the terms of the Agreement and Plan of Merger dated May 31, 2018 (the "Merger Agreement"), each outstanding share of Mercersburg common stock will be converted into the right to receive, at the election of the stockholder and subject to the allocation and proration procedures described in the Merger Agreement, either: (1) $40.00 in cash, without interest, or (2) 1.5291 shares of common stock of Orrstown. All elections are subject to the allocation and proration procedures set forth in the Merger Agreement, which are designed to ensure that 85% of the total number of shares of Mercersburg common stock outstanding immediately prior to the effective time of the Merger will be converted into shares of Orrstown common stock, and the remaining shares of Mercersburg common stock will be converted into cash. As a result, a Mercersburg stockholder may not receive the form of consideration elected, and the extent to which a Mercersburg stockholder receives the form of consideration elected will depend on the elections made by other Mercersburg stockholders.

Stockholders with questions regarding the election materials or who wish to obtain copies of the election materials should contact the Exchange Agent, Continental Stock Transfer & Trust Company, at (917) 262-2378.

About Orrstown

With over $1.6 billion in assets, Orrstown and its wholly-owned subsidiaries, Orrstown Bank and Wheatland Advisors, Inc., provide a wide range of consumer and business financial services through banking and financial advisory offices in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Washington County, Maryland. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown's common stock is traded on Nasdaq (ORRF). For more information about Orrstown and Orrstown Bank, visit www.orrstown.com. For more information about Wheatland Advisors, Inc., visit www.wheatlandadvisors.com.

Forward –Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the current views of Orrstown's management with respect to, among other things, future events and Orrstown's financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "project," "forecast," "goal," "target," "would" and "outlook," or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Orrstown's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Orrstown's control. Accordingly, Orrstown cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Orrstown believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Factors which could cause the actual results of Orrstown's operations to differ materially from expectations are set forth in Orrstown's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the registration statement. The foregoing list of factors is not exhaustive.

If one or more events related to these or other risks or uncertainties materialize, or if Orrstown's underlying assumptions prove to be incorrect, actual results may differ materially from what Orrstown anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Orrstown does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for Orrstown to predict those events or how they may affect it. In addition, Orrstown cannot assess the impact of each factor on Orrstown's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Orrstown or persons acting on Orrstown's behalf may issue.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger between Mercersburg Financial Corporation and Orrstown Financial Services, Inc., Orrstown Financial Services, Inc. has filed with the SEC a registration statement on Form S-4, as amended (Registration No. 333-226098), containing the proxy statement/prospectus of Mercersburg Financial Corporation. The SEC declared the registration statement effective on July 25, 2018. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Orrstown Financial Services, Inc. has filed or may file with the SEC or that Mercersburg Financial Corporation has sent to stockholders in connection with the proposed merger. STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. You may obtain copies of all documents filed with the SEC regarding this proposed merger, free of charge, at the SEC's website (www.sec.gov). Copies of the documents filed with the SEC by Orrstown Financial Services, Inc. are available free of charge on Orrstown Financial Services, Inc.'s website, www.Orrstown.com, or by contacting Orrstown Financial Services, Inc.'s Executive Vice President and Chief Financial Officer, David P. Boyle, at (717) 530-2294.

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