ACNB Corp. enters merger agreement with Traditions Bancorp

ACNB Corporation and Traditions Bancorp announced 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. 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. 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.