Carroll County Chamber of Commerce issued the following announcement on July 2.
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.
Original source can be found here.