ACNB Corporation (NASDAQ: ACNB) (“ACNB”), the parent financial
holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC
insured community bank headquartered in Gettysburg, PA, announced
today the execution of a definitive agreement whereby Frederick
County Bancorp, Inc. (OTCPink: FCBI) (“FCBI”), headquartered in
Frederick, MD, will be merged with and into an ACNB acquisition
subsidiary and, as soon as possible thereafter, Frederick County
Bank, FCBI’s wholly-owned subsidiary, will merge with and into ACNB
Bank.
Frederick County Bank operates five bank center
locations in the Frederick, MD, area. Established in 2001,
Frederick County Bank is a full-service community bank serving
businesses, individuals, and community organizations. As of March
31, 2019, FCBI had total assets of $442.4 million, total deposits
of $372.3 million, and total loans of $341.7 million. With the
consummation of the acquisition, ACNB Bank will operate former
Frederick County Bank locations in the Frederick County market as
“FCB Bank, A Division of ACNB Bank”. One director from FCBI
will join the boards of directors of ACNB and ACNB Bank,
respectively. In addition, the other directors of FCBI will
have the opportunity to serve on a regional advisory board to be
established for the Frederick County market.
Pursuant to the terms of the definitive
agreement, FCBI shareholders will receive 0.9900 share of ACNB
common stock for each share of FCBI common stock that they own as
of the closing date. Based on the market close on July 1, 2019, the
transaction is valued at $60 million or $38.20 per share. The
transaction is intended to qualify as a tax-free reorganization for
federal income tax purposes.
James P. Helt, ACNB Corporation President &
Chief Executive Officer, stated, “We are excited to welcome FCBI as
ACNB Corporation expands its presence in the Maryland market.
Frederick is a growing, vibrant market for community banking, which
is at the core of ACNB Corporation’s success for more than 160
years. Strategically, this acquisition is intended to complement
our operations branded as NWSB Bank in Carroll County, Maryland,
with profitable growth opportunities adjacent to our current
footprint, while contributing to the Corporation’s established
tradition of enhancing long-term shareholder value. We certainly
look forward to sharing our commitment to community banking with
customers and other stakeholders in the Frederick County
market.”
Based on the financial results as of March 31,
2019, the combined company would have pro forma total assets of
$2.2 billion, total deposits of $1.8 billion, and total loans of
$1.7 billion.
Once the acquisition is complete, ACNB will have
34 community banking offices in Pennsylvania and
Maryland---offering a full range of integrated financial services
including banking, trust, retail brokerage, and insurance. Further,
as this is a market expansion transaction, ACNB plans to retain
many of FCBI’s employees, specifically in the areas directly
serving customers such as community banking and lending.
“As FCBI has been customer-focused since its
founding in 2001, we are sincerely seeking to minimize any
transition impacts on customers. And, although we know there will
be changes as operations and systems are combined in 2020, the
customer experience is also fundamental at ACNB Corporation.
Familiar people with familiar faces is an important component of
community banking, and we recognize and embrace that dynamic,” Mr.
Helt said.
Speaking on behalf of FCBI, William R. Talley,
Jr., Frederick County Bancorp, Inc. President & Chief Executive
Officer, said, “We are pleased to join forces with a company that
has laid a clear course for the future, and one in which we believe
meets the objectives of our stakeholders due to its rich history
and strong financial performance. ACNB Corporation provides the
opportunity to continue the community banking vision upon which
Frederick County Bank was founded with greater resources to serve
the Frederick community into the future. Once the combination is
complete, importantly, none of the Frederick County Bank locations
will be closed, and our customers will be able to conduct their
banking business at an expanded network of community banking
offices in Pennsylvania and Maryland as well as enjoy a broader
array of products and services.”
The transaction has been unanimously approved by
the boards of directors of both companies. It is subject to FCBI
shareholder approval, ACNB shareholder approval, regulatory
approvals, and other customary closing conditions. Currently, the
transaction is expected to close in the fourth quarter of 2019 or
the first quarter of 2020, after all such conditions are met.
Bybel Rutledge LLP is serving as legal counsel
and Boenning & Scattergood, Inc. is serving as financial
advisor to ACNB Corporation. Buckley LLP is serving as legal
counsel and Sandler O’Neill + Partners, LP is serving as financial
advisor to Frederick County Bancorp, Inc. For more
information regarding ACNB Corporation and Frederick County
Bancorp, Inc., please visit acnb.com and fcbmd.com,
respectively.
About ACNB Corporation
ACNB Corporation, headquartered in Gettysburg, PA, is the $1.7
billion financial holding company for the wholly-owned subsidiaries
of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc.,
Westminster, MD. Originally founded in 1857, ACNB Bank serves its
marketplace with banking and wealth management services, including
trust and retail brokerage, via a network of 22 community banking
offices, located in the four southcentral Pennsylvania counties of
Adams, Cumberland, Franklin and York, as well as loan offices in
Lancaster and York, PA, and Hunt Valley, MD. As a division of ACNB
Bank, NWSB Bank serves its marketplace via a network of seven
community banking offices located in Carroll County, MD. Russell
Insurance Group, Inc., the Corporation’s insurance subsidiary, is a
full-service agency with licenses in 44 states. The agency offers a
broad range of property and casualty, life and health insurance to
commercial and individual clients through office locations in
Westminster, Germantown and Jarrettsville, MD. For more information
regarding ACNB Corporation and its subsidiaries, please visit
acnb.com.
About Frederick County Bancorp, Inc.
Frederick County Bancorp, Inc. is a
one-bank holding company organized under the laws of the State of
Maryland and is headquartered in Frederick, MD. Its wholly-owned
subsidiary, Frederick County Bank, is an independent community bank
chartered under the laws of the State of Maryland. Frederick County
Bank conducts full-service commercial banking services through five
bank centers located in Frederick County, MD. For more
information regarding Frederick County Bancorp, Inc. and its
subsidiary, please visit fcbmd.com.
Caution Regarding Forward-Looking
Statements
This information presented herein contains
forward-looking statements. These forward-looking statements
include, but are not limited to, statements about (i) the benefits
of the proposed merger between ACNB and FCBI, (ii) ACNB’s and
FCBI’s plans, obligations, expectations and intentions, and (iii)
other statements presented herein that are not historical facts.
Words such as “anticipates”, “believes”, “intends”, “should”,
“expects”, “will” and variations of similar expressions are
intended to identify forward-looking statements. These statements
are based on the beliefs of the respective managements of ACNB and
FCBI as to the expected outcome of future events and are not
guarantees of future performance. These statements involve certain
risks, uncertainties and assumptions that are difficult to predict
with regard to timing, extent, and degree of occurrence. Results
and outcomes may differ materially from what may be expressed or
forecasted in forward-looking statements. Factors that could cause
results and outcomes to differ materially include, among others,
the ability to obtain required regulatory and shareholder approvals
and meet other closing conditions to the transaction; the ability
to complete the merger as expected and within the expected
timeframe; disruptions to customer and employee relationships and
business operations caused by the merger; the ability to implement
integration plans associated with the transaction, which
integration may be more difficult, time-consuming or costly than
expected; the ability to achieve the cost savings and synergies
contemplated by the merger within the expected timeframe, or at
all; changes in local and national economies, or market conditions;
changes in interest rates; regulations and accounting principles;
changes in policies or guidelines; loan demand and asset quality,
including real estate values and collateral values; deposit flow;
the impact of competition from traditional or new sources; and, the
other factors detailed in ACNB’s publicly filed documents,
including its Annual Report on Form 10-K for the year ended
December 31, 2018. ACNB and FCBI assume no obligation to revise,
update or clarify forward-looking statements to reflect events or
conditions after the date of this press release.
No Offer or Solicitation
The information presented herein 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, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. 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, as amended.
Additional Information about the Merger and Where to
Find It
In connection with the proposed merger, ACNB
will file with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 with respect to the offering of
ACNB common stock as the merger consideration under the Securities
Act of 1933, as amended, which will include a proxy statement of
FCBI and ACNB and a prospectus of ACNB. A definitive proxy
statement/prospectus will be sent to the shareholders of FCBI and
ACNB seeking the required shareholder approvals. Before
making any voting or investment decision, investors and security
holders are urged to read the registration statement and proxy
statement/prospectus and other relevant documents when they become
available because they will contain important information about
ACNB, FCBI, and the merger.
Investors and security holders will be able to
obtain free copies of these documents through the website
maintained by the SEC at http://www.sec.gov. Investors and security
holders may also obtain free copies of these documents by directing
a request by mail or telephone to ACNB Corporation at 16 Lincoln
Square, P.O. Box 3129, Gettysburg, PA 17325 or (717) 339-5085, or
by directing a request by mail or telephone to Frederick County
Bancorp, Inc. at 9 North Market Street, P.O. Box 1100, Frederick,
MD 21702 or (301) 620-1400.
ACNB, FCBI, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of FCBI and ACNB in
connection with the merger. Information about the directors and
executive officers of FCBI and ACNB and their ownership of FCBI and
ACNB common stock may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes
available. Additional information regarding the interests of these
participants and other persons who may be deemed participants in
the merger may be obtained by reading the joint proxy
statement/prospectus regarding the merger when it becomes
available.
Contact: Lynda L. Glass EVP/Secretary & Chief Governance
Officer 717.339.5085 lglass@acnb.com
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