CORRECTION - ACNB Corporation Announces Completion of Traditions Bancorp, Inc. Acquisition
ACNB (NASDAQ: ACNB) has completed its acquisition of Traditions Bancorp and its subsidiary, Traditions Bank, effective February 1, 2025. The merger creates a stronger community bank with approximately $3.26 billion in assets, $2.54 billion in deposits, and $2.36 billion in loans, serving customers through 35 banking offices across south central Pennsylvania and northern Maryland.
Under the merger terms, Traditions stockholders received 0.7300 shares of ACNB common stock for each Traditions share. Former Traditions Bank branches will operate as 'Traditions Bank, A Division of ACNB Bank', while the mortgage operations will continue as 'Traditions Mortgage, A Division of ACNB Bank'. Three former Traditions directors - Eugene J. Draganosky, Elizabeth F. Carson, and John M. Polli - have joined ACNB's Board of Directors, bringing extensive banking and business expertise.
ACNB (NASDAQ: ACNB) ha completato l'acquisizione di Traditions Bancorp e della sua sussidiaria, Traditions Bank, con effetto dal 1 febbraio 2025. La fusione crea una banca comunitaria più forte con circa 3,26 miliardi di dollari in attivi, 2,54 miliardi di dollari in depositi e 2,36 miliardi di dollari in prestiti, servendo i clienti attraverso 35 filiali bancarie nel sud-ovest della Pennsylvania e nel Maryland settentrionale.
Secondo i termini della fusione, gli azionisti di Traditions hanno ricevuto 0,7300 azioni di ACNB per ogni azione Traditions. Le ex filiali di Traditions opereranno come 'Traditions Bank, Una Divisione di ACNB Bank', mentre le operazioni ipotecarie continueranno come 'Traditions Mortgage, Una Divisione di ACNB Bank'. Tre ex direttori di Traditions - Eugene J. Draganosky, Elizabeth F. Carson e John M. Polli - si sono uniti al Consiglio di Amministrazione di ACNB, portando una vasta esperienza bancaria e commerciale.
ACNB (NASDAQ: ACNB) ha completado su adquisición de Traditions Bancorp y su filial, Traditions Bank, efectiva a partir del 1 de febrero de 2025. La fusión crea un banco comunitario más fuerte con aproximadamente 3.26 mil millones de dólares en activos, 2.54 mil millones de dólares en depósitos y 2.36 mil millones de dólares en préstamos, sirviendo a los clientes a través de 35 oficinas bancarias en el centro-sur de Pensilvania y el norte de Maryland.
Según los términos de la fusión, los accionistas de Traditions recibieron 0.7300 acciones de acciones ordinarias de ACNB por cada acción de Traditions. Las antiguas sucursales de Traditions operarán como 'Traditions Bank, Una División de ACNB Bank', mientras que las operaciones hipotecarias continuarán como 'Traditions Mortgage, Una División de ACNB Bank'. Tres antiguos directores de Traditions - Eugene J. Draganosky, Elizabeth F. Carson y John M. Polli - se han unido a la Junta Directiva de ACNB, aportando amplia experiencia bancaria y empresarial.
ACNB (NASDAQ: ACNB)는 2025년 2월 1일부로 Traditions Bancorp 및 그 자회사인 Traditions Bank의 인수를 완료했습니다. 이번 합병은 약 32.6억 달러의 자산, 25.4억 달러의 예금, 23.6억 달러의 대출을 보유한 더 강력한 지역 은행을 창출하며, 남중부 펜실베니아와 북부 메릴랜드 전역에서 35개의 은행 사무소를 통해 고객에게 서비스를 제공합니다.
합병 조건에 따라 Traditions 주주들은 Traditions 주식 1주당 ACNB 보통주 0.7300주를 받았습니다. 이전의 Traditions Bank 지점은 'Traditions Bank, ACNB Bank의 한 부서'로 운영되며, 주택담보대출 사업은 'Traditions Mortgage, ACNB Bank의 한 부서'로 계속 유지됩니다. 전 Traditions 이사인 Eugene J. Draganosky, Elizabeth F. Carson, John M. Polli는 ACNB 이사회에 합류하여 방대한 은행 및 비즈니스 전문성을 가져왔습니다.
ACNB (NASDAQ: ACNB) a finalisé son acquisition de Traditions Bancorp et de sa filiale, Traditions Bank, à compter du 1er février 2025. La fusion crée une banque communautaire plus forte, dotée d'environ 3,26 milliards de dollars d'actifs, 2,54 milliards de dollars de dépôts et 2,36 milliards de dollars de prêts, servant les clients à travers 35 agences bancaires dans le centre-sud de la Pennsylvanie et le nord du Maryland.
Selon les termes de la fusion, les actionnaires de Traditions ont reçu 0,7300 action ordinaire d'ACNB pour chaque action de Traditions. Les anciennes succursales de Traditions fonctionneront sous le nom 'Traditions Bank, Une Division de ACNB Bank', tandis que les opérations hypothécaires continueront sous 'Traditions Mortgage, Une Division de ACNB Bank'. Trois anciens administrateurs de Traditions - Eugene J. Draganosky, Elizabeth F. Carson et John M. Polli - ont rejoint le conseil d'administration d'ACNB, apportant une vaste expertise bancaire et commerciale.
ACNB (NASDAQ: ACNB) hat die Akquisition von Traditions Bancorp und dessen Tochtergesellschaft, Traditions Bank, zum 1. Februar 2025 abgeschlossen. Die Fusion schafft eine stärkere Gemeindebank mit insgesamt etwa 3,26 Milliarden Dollar an Vermögenswerten, 2,54 Milliarden Dollar an Einlagen und 2,36 Milliarden Dollar an Krediten, die Kunden über 35 Bankfilialen im zentralen Süden von Pennsylvania und im nördlichen Maryland bedient.
Gemäß den Bedingungen der Fusion erhielten die Aktionäre von Traditions 0,7300 Aktien der ACNB Stammaktien für jede Traditions-Aktie. Die ehemaligen Filialen der Traditions Bank werden als 'Traditions Bank, Eine Abteilung der ACNB Bank' betrieben, während die Hypothekenoperationen weiterhin als 'Traditions Mortgage, Eine Abteilung der ACNB Bank' fortgeführt werden. Drei ehemalige Direktoren von Traditions - Eugene J. Draganosky, Elizabeth F. Carson und John M. Polli - haben den Vorstand von ACNB verstärkt und bringen umfangreiche Bank- und Geschäftserfahrung mit.
- Significant expansion of assets to $3.26 billion, deposits to $2.54 billion, and loans to $2.36 billion
- Strategic expansion into attractive York and Lancaster County markets
- Enhancement of mortgage operations across the combined footprint
- Addition of three experienced directors with strong market connections
- Potential share dilution for existing ACNB shareholders due to stock-based acquisition payment
Insights
The completion of ACNB 's acquisition of Traditions Bancorp marks a strategically significant consolidation in Pennsylvania's community banking landscape. The combined entity emerges as a substantially larger financial institution with $3.26 billion in assets, $2.54 billion in deposits and $2.36 billion in loans, creating a more formidable competitor in the regional banking market.
The all-stock transaction structure, offering 0.7300 ACNB shares per Traditions share, demonstrates financial prudence by preserving capital while expanding market presence. This approach maintains strong capital ratios essential for future growth and regulatory compliance. The expansion to 35 community banking offices across south central Pennsylvania and northern Maryland significantly enhances ACNB's competitive position in attractive growth markets, particularly York and Lancaster Counties.
A notable strategic advantage emerges from the integration of Traditions' mortgage operations under the 'Traditions Mortgage' division. This expansion of mortgage capabilities across the combined footprint represents a valuable revenue diversification opportunity, particularly relevant in a market where mortgage services remain a key differentiator for community banks.
The addition of three seasoned directors - Draganosky, Carson and Polli - brings over 100 years of combined banking and business expertise to ACNB's board. Their deep connections in York and Lancaster markets should facilitate customer retention and business development. The integration phase will be critical, with success depending on maintaining customer relationships while achieving operational efficiencies. The retention of the Traditions brand as a division of ACNB Bank suggests a thoughtful approach to preserving customer relationships and market goodwill.
The integration strategy demonstrates sophisticated market awareness through the creation of 'Traditions Bank, A Division of ACNB Bank' and 'Traditions Mortgage, A Division of ACNB Bank'. This dual-brand approach optimally balances the benefits of scale with local market identity preservation - a important factor in community banking where relationships and local presence significantly impact success.
The integration blueprint reveals careful attention to governance structure, with the strategic addition of three former Traditions directors bringing vital market knowledge and relationship continuity. This governance approach should facilitate smoother stakeholder management during the integration phase while maintaining strong connections in key growth markets.
The immediate operational focus will likely center on systems integration, product alignment and process harmonization across the expanded network of 35 offices. The success of this merger will largely depend on executing these technical integrations while maintaining service quality and relationship continuity. The complementary nature of the geographical footprints should minimize branch consolidation needs, potentially reducing integration complexity and cost savings pressure.
GETTYSBURG, Pa., Feb. 04, 2025 (GLOBE NEWSWIRE) -- In a release issued under the same headline on February 3, 2025 by ACNB Corporation please note that in the third paragraph of the release, the deposit amount has been corrected to
ACNB Corporation (NASDAQ: ACNB), the parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank, headquartered in Gettysburg, PA, announced the completion of the acquisition of Traditions Bancorp, Inc. (“Traditions”) and its wholly-owned subsidiary, Traditions Bank, headquartered in York, PA, effective February 1, 2025. Traditions was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Traditions Bank with and into ACNB Bank. ACNB Bank will operate the former Traditions Bank branches as “Traditions Bank, A Division of ACNB Bank”. In connection with the close of the acquisition, Traditions stockholders received 0.7300 shares of ACNB Corporation common stock for each share of Traditions common stock that they owned as of the closing date, with cash paid in lieu of fractional shares.
In addition, at the close of the acquisition, three former Traditions directors, Eugene J. Draganosky, Elizabeth F. Carson, and John M. Polli, joined the Boards of Directors of ACNB Corporation and ACNB Bank. Mr. Draganosky has nearly 40 years of banking experience, and is the former CEO and Chair of the Board of Traditions and Traditions Bank, having held those roles since 2017 and 2023, respectively. Ms. Carson, Lead Independent Director of Traditions, joined the Traditions Bank Board in 2015, after over 30 years of banking experience in a variety of leadership roles with community and regional banks. Mr. Polli was a member of the Traditions Bank board of directors since its founding in 2002, and has nearly 40 years of diverse business expertise, from serving as a public accountant to owning, managing, and advising businesses in the transportation, real estate, and insurance industries.
With the combination of the two organizations, and based on financial information for each organization as of December 31, 2024, ACNB Corporation will have approximately
“We are pleased to announce the completion of our strategic acquisition of Traditions Bancorp, and excited to unite our teams of dedicated local bankers who are committed to their customers and communities,” stated ACNB Corporation President & Chief Executive Officer James P. Helt. “This combination brings together organizations that are unified by a shared vision, values, and a customer-centric approach to banking, to create an even stronger community bank. Importantly, our customers will benefit from expanded products and services delivered by the familiar faces they have come to know and trust. This merger positions us well to continue to grow in the attractive York and Lancaster County markets, and enhances ACNB Bank’s mortgage operations, which will now serve customers throughout our footprint as ‘Traditions Mortgage, A Division of ACNB Bank.’ Together, we look forward to continuing to deliver on our vision of being the financial services provider of choice in the communities we serve.”
Alan J. Stock, Chair of the Board of ACNB, stated “We welcome Mr. Draganosky, Ms. Carson, and Mr. Polli to the ACNB Boards of Directors, and are confident that their expertise, skills, and strong connections to the York and Lancaster market areas will enhance and complement ACNB’s current Boards of Directors. We are committed to enhancing value for our shareholders and are poised to deliver on that commitment with an experienced and knowledgeable board, a seasoned management group, and a team of bankers and professionals dedicated to a successful integration and customer experience.”
Bybel Rutledge LLP served as legal counsel and Piper Sandler served as financial advisor to ACNB Corporation for the transaction. Pillar + Aught served as legal counsel and Stephens Inc. served as financial advisor to Traditions Bancorp, Inc.
About ACNB Corporation
ACNB Corporation, headquartered in Gettysburg, PA, is the
FORWARD-LOOKING STATEMENTS - In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as national, regional and local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties, and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: short-term and long-term effects of inflation and rising costs on the Corporation, customers and economy; banking instability caused by bank failures and financial uncertainty of various banks which may adversely impact the Corporation and its securities and loan values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations; effects of governmental and fiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts of the capital and liquidity requirements of the Basel III standards; effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short-term and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; effects of economic conditions particularly with regard to the negative impact of any pandemic, epidemic or health-related crisis and the responses thereto on the operations of the Corporation and current customers, specifically the effect of the economy on loan customers’ ability to repay loans; effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; inflation, securities market and monetary fluctuations; risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; effects of technology changes; effects of general economic conditions and more specifically in the Corporation’s market areas; failure of assumptions underlying the establishment of reserves for credit losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism or geopolitical instability; disruption of credit and equity markets; ability to manage current levels of impaired assets; loss of certain key officers; ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses; 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, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and its other filings with the SEC. We caution readers not to place undue reliance on these forward-looking statements. The forward-looking statements only speak as of the date hereof, and ACNB does assume any obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date of this press release.
ACNB #2025-5
February 3, 2025
| Contact: | Kevin Hayes SVP/ General Counsel, Secretary, and Chief Governance Officer 717.339.5161 khayes@acnb.com | |
FAQ
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