ACNB to acquire Frederick County Bancorp

Two area banks have announced merger plans.

ACNB Corp., the parent financial holding company of ACNB Bank, recently reported the execution of a definitive agreement with Frederick County Bancorp. Under that agreement, Frederick County Bancorp 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.

ACNB Corp. is headquartered in Gettysburg, Pa. Frederick County Bancorp is headquartered in Frederick, Md.

Frederick County Bank operates five locations in the Frederick area. Established in 2001, it is a full-service community bank serving businesses, individuals and community organizations. As of March 31, 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 Frederick County Bancorp will join the boards of ACNB and ACNB Bank, respectively. In addition, the other directors of Frederick County Bancorp 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 agreement, Frederick County Bancorp 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, 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.

Based on the financial results as of March 31, 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.

As this is a market expansion transaction, ACNB plans to retain many of Frederick County Bankcorp’s employees, specifically in the areas directly serving customers such as community banking and lending.

The transaction has been unanimously approved by the boards of directors of both companies. It is subject to the approval of shareholders of both companies, regulatory approvals and other customary closing conditions.

The transaction is expected to close in the fourth quarter of 2019 or the first quarter of 2020.

Bybel Rutledge LLP is serving as legal counsel and Boenning & Scattergood Inc. is serving as financial advisor to ACNB Corp. Buckley LLP is serving as legal counsel and Sandler O’Neill + Partners, LP is serving as financial advisor to Frederick County Bancorp Inc.