CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Files An 8-K Entry into a Material Definitive Agreement

On March 17, 2017, Citizens Community Bancorp, Inc. a Maryland
corporation (CCBI) and Wells Financial Corp., a Minnesota
corporation (Wells) entered into an Agreement and Plan of Merger
(the Merger Agreement). Under the Merger Agreement, Wells will
merge with and into CCBI with CCBI surviving the merger (the
Merger) in a transaction valued at approximately $39.8 million.

to the terms and subject to the conditions of the Merger Agreement,
which has been approved by the boards of directors of each of CCBI
and Wells, the Merger Agreement provides for the payment to Wells
stockholders of total consideration of $51.00 per share, consisting
of (i) $41.31 in cash and (ii) .7636 shares of CCBI common stock.
The stock consideration is subject to a pricing collar adjustment
in certain circumstances based on CCBIs common stock price at the
time of closing.

At the closing of the Merger Agreement, Wells Federal Bank, a
Minnesota state-chartered bank and a wholly-owned subsidiary of
Wells (Wells Bank) and Citizens Community Federal N.A., a
federally-chartered national bank and a wholly-owned subsidiary of
CCBI (CCBI Bank), will enter into an Agreement and Plan of Merger
to which Wells Bank will merge with and into CCBI Bank, with CCBI
Bank surviving the bank merger.

The Merger Agreement contains customary representations, warranties
and covenants made by each of Wells and CCBI. Completion of the
Merger is subject to certain conditions, including, among others,
(i) the approval of the Merger Agreement by Wells stockholders;
(ii) the absence of governmental orders prohibiting or actions
seeking to prohibit the Merger; (iii) the receipt of certain
governmental and regulatory approvals; (iv) the absence of an event
that would have or could reasonably be expected to have a material
adverse effect on Wells or CCBI; and (v) the receipt by Wells of
certain third-party consents.

The Merger Agreement may be terminated in certain circumstances,
including, among others, (i) if either party materially breaches
the Merger Agreement such that the conditions to closing would not
be satisfied; (ii) if the Merger has not closed on or prior to
October 31, 2017, as extended by 60 days, if necessary, to obtain
regulatory approvals; (iii) if Wells stockholders do not approve
the Merger Agreement; and (iv) if Wells receives a superior
proposal to acquire more than half of its outstanding voting
securities.

In the event of a termination of the Merger Agreement, depending on
the circumstances, Wells may be required to pay a termination fee
of $1,600,000.

> The Merger is expected to close during the third calendar
quarter of 2017.

> Aside from the transactions contemplated by the Merger
Agreement, there is no material relationship between Wells and
CCBI.

The foregoing summary of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject
to and qualified in its entirety by the full text of the Merger
Agreement, which is filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Concurrently with the execution of the Merger Agreement, each of
Wells directors and non-director executive officers entered into a
letter agreement with CCBI to which such individuals have agreed to
vote the shares of Wells common stock, owned of record and
beneficially by such individual, excluding shares beneficially
owned by such individual in the Wells Bank Employee Stock Ownership
Plan Trust (the Subject Shares), for approval of the Merger
Agreement and the transactions contemplated thereby and not to sell
or otherwise dispose of the Subject Shares during the term of the
agreement. The foregoing summary of the letter agreements does not
purport to be complete and is subject to and qualified in its
entirety by the Form of Letter Agreement, which is filed as Exhibit
99.1.

No Offer or Solicitation

This communication is not a solicitation of a proxy from any
stockholder of Wells. This communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, any securities in any
jurisdiction to the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of any applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933.

Additional Information and Where to Find It

Investors are urged to read the Merger Agreement for a more
complete understanding of the terms of the transactions discussed
herein.

This Current Report on Form 8-K does not constitute a solicitation
of any vote or approval. In connection with the Merger, CCBI will
be filing with the Securities and Exchange Commission (SEC) a Form
S-4 and other relevant documents. STOCKHOLDERS ARE URGED TO READ
THE FORM S-4 TO BE FILED BY CCBI WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED BY CCBI WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.

The registration statement, including the proxy
statement/prospectus, and other relevant materials (when they
become available), and any other documents filed by CCBI with the
SEC, may be obtained free of charge at the SECs website at
www.sec.gov. Documents filed by CCBI with the SEC, including the
registration statement, may also be obtained free of charge from
CCBIs website
http://www.snl.com/IRWebLinkX/corporateprofile.aspx?iid=4091023 by
clicking the SEC Filings heading, or by directing a request to
CCBIs CEO, Stephen Bianchi at sbianchi@ccf.us.

The directors, executive officers and certain other members of
management and employees of Wells may be deemed to be participants
in the solicitation of proxies for Stockholder Approval.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of Stockholder
Approval will be set forth in the proxy statement and the other
relevant documents to be filed with the SEC.

Caution about Forward-Looking and other Statements

This Current Report on Form 8-K and the attached exhibits may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
may be identified by the use of forward-looking words or phrases
such as anticipate, believe, could, expect, intend, may, planned,
potential, should, will, would or the negative of those terms or
other words of similar meaning. Such forward-looking statements in
this release are inherently subject to many uncertainties arising
in CCBI Banks operations and business environment. These
uncertainties include the timing to consummate the proposed
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied and the transaction may not close;
the risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated; the combined
companys ability to achieve the synergies and value creation
contemplated by the proposed transaction; managements ability to
promptly and effectively integrate the businesses of the two
companies; the diversion of management time on transaction-related
issues; the effects of governmental regulation of the financial
services industry; industry consolidation; technological
developments and major world news events; general economic
conditions, in particular, relating to consumer demand for CCBI
Banks products and services; CCBI Banks ability to maintain current
deposit and loan levels at current interest rates; competitive and
technological developments; deteriorating credit quality, including
changes in the interest rate environment reducing interest margins;
prepayment speeds, loan origination and sale volumes, charge-offs
and loan loss provisions; CCBI Banks ability to maintain required
capital levels and adequate sources of funding and liquidity;
maintaining capital requirements may limit CCBI Banks operations
and potential growth; changes and trends in capital markets;
competitive pressures among depository institutions; effects of
critical accounting estimates and judgments; changes in accounting
policies or procedures as may be required by the Financial
Accounting Standards Board (FASB) or other regulatory agencies
overseeing CCBI Bank; CCBI Banks ability to implement its
cost-savings and revenue enhancement initiatives, including costs
associated with its branch consolidation and new market branch
growth initiatives; legislative or regulatory changes or actions or
significant litigation adversely affecting CCBI Bank; fluctuation
of CCBIs common stock price; CCBI Bank’s ability to attract and
retain key personnel; CCBI Bank’s ability to secure confidential
information through the use of computer systems and
telecommunications networks; and the impact of reputational risk
created by these developments on such matters as business
generation and retention, funding and liquidity. Stockholders,
potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. Such uncertainties and other risks that may affect
CCBIs performance are discussed further in Part I, Item 1A, Risk
Factors, in CCBIs Form 10-K, for the year ended September 30, 2016
filed with the Securities and Exchange Commission on December 29,
2016. CCBI undertakes no obligation to make any revisions to the
forward-looking statements contained in this news release or to
update them to reflect events or circumstances occurring after the
date of this release.

The Merger Agreement has been included to provide investors with
information regarding its terms. Except for its status as the
contractual document that establishes and governs the legal
relations among the parties thereto with respect to the
transactions described above, the Merger Agreement is not intended
to be a source of factual, business or operational information
about the parties.

The representations, warranties and covenants made by the parties
in the Merger Agreement are qualified and limited, including by
information in the schedules referenced in the Merger Agreement
that CCBI delivered in connection with the execution of the Merger
Agreement. Representations and warranties may be used as a tool to
allocate risks between the respective parties to the Merger
Agreement, including where the parties do not have complete
knowledge of all facts, instead of establishing such matters as
facts. Furthermore, the representations and warranties may be
subject to standards of materiality applicable to the contracting
parties, which may differ from those applicable to investors. These
representations and warranties may or may not have been accurate as
of any specific date and do not purport to be accurate as of the
date of this filing. Accordingly, they should not be relied upon as
statements of factual information. Investors are not third-party
beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of CCBI or its affiliates.

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of any such jurisdiction.

ITEM 8.01 OTHER EVENTS.

On March 17, 2017, Wells and CCBI issued a joint press release
announcing the execution of the Merger Agreement, which is filed as
Exhibit 99.2 hereto and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits: