GETTYSBURG, Pa., July 24,
2024 /PRNewswire/ -- ACNB Corporation
(NASDAQ: ACNB) ("ACNB" or the "Corporation"), financial
holding company for
ACNB Bank and ACNB Insurance Services,
Inc., and Traditions Bancorp, Inc. (OTCPink: TRBK) ("Traditions"),
holding company for Traditions Bank, York, Pennsylvania, announced today the execution of
a definitive merger agreement whereby ACNB will acquire Traditions
and Traditions Bank in an all-stock transaction. This
strategic acquisition will result in a premier community bank that
is locally headquartered, managed, and focused.
Speaking on behalf of ACNB, James P.
Helt, President and CEO, stated that "ACNB Corporation has
been executing a multi-year strategic plan to be the community bank
of choice in the markets that we serve and thereby deliver superior
financial results, performance and value to our shareholders and
other stakeholders. At the core of this strategic plan has been
profitable organic and inorganic growth. As demonstrated in today's
previously released Second Quarter of 2024 financial results press
release, we continue to deliver on profitable organic growth in our
core community banking and insurance agency lines of business. The
announcement of our proposed strategic acquisition of Traditions
and Traditions Bank is also in furtherance of this strategic plan.
This transaction will provide the resources to expand our presence
in York County and enhance our
penetration in the vibrant and demographically compelling
Lancaster County market."
Speaking on behalf of Traditions, Eugene
J. Draganosky, Traditions Bancorp, Inc. Chair of the Board
and Chief Executive Officer, said "ACNB and Traditions share common
cultures, values, vision and operating philosophies of what a
community bank can and should be in today's ever-changing business
environment. For more than two decades, Traditions has done an
exceptional job of creating a premier community bank, with an
outstanding commercial banking team and an industry leading
mortgage banking unit."
Mr. Helt further stated, "The success of this investment will be
accomplished with a group of bankers from both companies that are
respected market leaders in their fields. We value the insights and
perspectives of the team leaders and members from Traditions that
will join us. To that end, three members of the Traditions Board
will join the ACNB Corporation and ACNB Bank Boards of
Directors with Eugene Draganosky,
Traditions' Chief Executive Officer and Chairman of the Board
joining the ACNB Boards as a Vice Chair.
Thomas J. Sposito,
II, Traditions' President, will join ACNB
Bank, as President of our Traditions Bank, a
division of ACNB Bank upon completion of the transaction. Further,
Traditions Founder, Michael E.
Kochenour, will join ACNB as a Director Emeritus."
Traditions Bank operates eight bank branch locations spanning
York and Lancaster counties, a loan production office
in Cumberland County, and an
operations center located at 226 Pauline Drive, York, PA. Established in 2002, Traditions Bank
is a full-service community bank serving businesses, individuals,
and community organizations. As of June 30,
2024, Traditions had total assets of $859 million, total deposits of $738 million, and total loans of $673 million. Upon the consummation of the
strategic acquisition, ACNB Bank will operate former Traditions
Bank locations in the York and
Lancaster County markets as
"Traditions Bank, A Division of ACNB Bank." The current
Traditions Bank administrative headquarters on Pauline Drive will
continue to serve as a regional sales and operations center.
Pursuant to the terms of the Definitive Agreement, Traditions shareholders will receive 0.7300
shares of ACNB common stock for each share of Traditions
common stock that they own as of the closing date. Based on the
20-day Volume Weighted Average Price of ACNB common stock as
of July 19, 2024, the transaction is valued at
$73.5 million or $26.43
per share of common stock. Following completion of the
transaction, Traditions shareholders will receive a quarterly cash
dividend equal to approximately $0.23
per Traditions share of common stock based on ACNB's current
quarterly dividend of $0.32 per ACNB
share of common stock. This dividend is approximately 192% higher
than Tradition's current quarterly dividend of $0.08 per Traditions share of common stock.
The transaction is intended to qualify as a tax-free
reorganization for federal income tax purposes. The transaction has
been unanimously approved by the boards of directors of both
companies. It is subject to Traditions shareholder approval, ACNB
shareholder approval of the shares to be issued in this
transaction, regulatory approvals, and other customary closing
conditions. The Definitive Agreement contains customary "deal
protection" provisions including a "termination fee" payable to
ACNB upon certain events delineated in the definitive agreement in
an amount equal to approximately four percent (4%) of the
transaction value.
Currently, the transaction is expected to close in the first
quarter of 2025, after all such conditions provided in the
definitive agreement have been met or, where permissible,
waived. Two Traditions branch locations, 235 St. Charles Way,
York, PA 17402 and 361 Eisenhower
Drive, Hanover, PA 17731 and an
ACNB loan production office, 1601 South Queen Street, York, PA, 17403 are currently anticipated to
be consolidated to the nearest
ACNB or Traditions Bank location at a date to be determined following
completion of the strategic acquisition.
Mr. Helt further stated, "We are excited to welcome Traditions
as ACNB Corporation
expands its presence in the Pennsylvania market.
York and Lancaster are growing, vibrant markets
for community banking, which is at the core of ACNB
Corporation's success for more than 165 years. This strategic
acquisition is intended to complement our operations with
profitable growth opportunities adjacent to our current footprint,
while contributing to the Corporation's established commitment of
enhancing long-term shareholder value. We certainly look forward to
sharing our commitment to community banking with customers and
other stakeholders in the York and
Lancaster markets."
Based on the financial results as of June
30, 2024, the combined company would have pro forma total
assets of $3.3 billion, total
deposits of $2.6 billion, and total
gross loans of $2.4
billion. Once the acquisition and consolidation are
complete, ACNB will have 32 community banking offices in
Pennsylvania and Maryland, offering a full range of integrated
financial services including banking, trust, retail brokerage,
insurance and expanded mortgage products and services.
"As Traditions has been customer-focused since its founding in
2002, 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 2025, the customer
experience is also fundamental
at ACNB Corporation. Familiar people with familiar faces are an important
component of community banking, and we recognize and embrace that
dynamic," Mr. Helt said.
Mr. Draganosky added, "We are pleased to join forces with a
company that has laid a clear course for the future, and one which
we believe meets the objectives of our stakeholders due to its rich
history, strong financial performance, and solid record of
delivering shareholder value. ACNB Corporation provides the
opportunity to continue the community banking vision upon which
Traditions was founded with greater resources to serve
the York and Lancaster
communities into the future."
Bybel Rutledge LLP is serving
as legal counsel and Piper Sandler Companies is
serving as financial advisor to ACNB Corporation
Hovde Group provided a Fairness Opinion
to ACNB.
Pillar+Aught is serving as legal counsel and Stephens Inc. is
serving as financial advisor to Traditions Bancorp, Inc. and
rendered a Fairness Opinion to Traditions. For more
information regarding ACNB Corporation and Traditions Bancorp,
Inc., please visit acnb.com and traditions.bank, respectively.
About ACNB Corporation
ACNB Corporation, headquartered in Gettysburg, PA, is the $2.46 billion financial holding company for the
wholly-owned subsidiaries of
ACNB Bank, Gettysburg, PA, and ACNB Insurance
Services, 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 26 community banking offices and three
loan offices located in the Pennsylvania counties of Adams, Cumberland, Franklin, Lancaster and York and the Maryland counties of Baltimore, Carroll and Frederick. ACNB Insurance Services, Inc. is a
full-service insurance agency with licenses in 46 states. The
agency offers a broad range of property, casualty, health, life and
disability insurance serving personal and commercial clients
through office locations in Westminster and Jarrettsville, MD, and Gettysburg, PA. For more information
regarding ACNB Corporation and its subsidiaries, please visit
investor.acnb.com.
About Traditions Bancorp, Inc.
Formed in 2002 with administrative headquarters
in York, Pennsylvania, Traditions Bank
operates eight full-service branch offices
located in York,
Hanover, and Lancaster, as well as a loan
production office in Lemoyne,
Cumberland County. With assets of
$858.6 million as of June 30, 2024, and 141 associates, Traditions
Bank provides depository and borrowing services to businesses and
individuals located in south-central Pennsylvania. The Bank is a leading provider
of residential mortgages and has been a Bauer Financial recommended
financial institution for more than a decade.
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 Traditions, (ii) ACNB's
and Traditions' 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 Traditions 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, 2023 and Quarterly Report on Form
10-Q for the quarter ended March 31,
2024. ACNB and Traditions 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, and otherwise in accordance with applicable law.
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 joint proxy
statement of Traditions and ACNB and a prospectus of ACNB. A
definitive joint proxy statement/prospectus will be sent to the
shareholders of Traditions 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 joint proxy
statement/prospectus and other relevant
documents when they become available because they will
contain important information about ACNB, Traditions, and the
proposed merger.
Investors and security holders
will be able to obtain
free copies of these documents, and any other
documents, through the website maintained by the SEC at
http://www.sec.gov, or by accessing ACNB's website
at www.acnb.com under the "Investor Relations" link and then
under the heading "SEC Filings." 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,
Gettysburg,
PA 17325 or (717) 334-3161,
or by directing a request
by mail or telephone to Traditions Bancorp,
Inc. at 226 Pauline Drive, P.O. Box 3658, York, PA 17402 or (717) 747-2600.
Participants in the Solicitation
ACNB, Traditions, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Traditions and ACNB in connection
with the merger. Information about ACNB's directors and executive
officers is included in the proxy statement for its 2024 annual
meeting of ACNB's shareholders, which was filed with the SEC on
April 2, 2024. Information about the
directors and executive officers of Traditions and their ownership
of Traditions common stock may be obtained by reading the joint
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.
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SOURCE Traditions Bancorp, Inc.
