ACNB completes acquisition of Frederick County Bank

ACNB Corporation, the parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank in Gettysburg, announced Monday the completion of the acquisition of Frederick County Bancorp, Inc. and its wholly-owned subsidiary, Frederick County Bank, effective Jan. 11.

FCBI was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Frederick County Bank with and into ACNB Bank. ACNB Bank will operate in the Frederick County market as “FCB Bank, A Division of ACNB Bank.”

Under the terms of the reorganization agreement, FCBI stockholders received 0.9900 share of ACNB Corporation common stock for each share of FCBI common stock that they owned as of the closing date. As a result, ACNB Corporation issued approximately 1,600,000 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market share price of ACNB Corporation common stock in accordance with the Reorganization Agreement.

In addition, pursuant to the Reorganization Agreement, former FCBI director Kimberly S. Chaney was appointed as a Class 3 Director to ACNB Corporation’s Board of Directors and as Director to ACNB Bank’s Board of Directors.

Chaney, the former chairman of the FCBI board of directors, has been a CPA for more than 30 years and owns an accounting practice specializing in financial services and consulting for small businesses in Frederick.

With the combination of the two organizations, ACNB Corporation, on a consolidated basis, has approximately $2.2 billion in assets, $1.8 billion in deposits, and $1.6 billion in loans with 34 community banking offices and three loan offices located in the counties of Adams, Cumberland, Franklin, Lancaster and York in Pennsylvania as well as Baltimore, Carroll and Frederick counties.

Bybel Rutledge LLP served as legal counsel and Boenning & Scattergood, Inc. served as financial

adviser to ACNB Corporation. Buckley LLP served as legal counsel and Sandler O’Neill + Partners, LP served as financial adviser to Frederick County Bancorp Inc.