XML 25 R29.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
ACQUISITION
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
ACQUISITION
ACQUISITION

Effective January 11, 2020, ACNB Corporation (ACNB) completed the acquisition of Frederick County Bancorp, Inc. (FCBI) pursuant to the Agreement and Plan of Reorganization, dated as of July 1, 2019, by and among ACNB, ACNB South Acquisition Subsidiary, LLC (Acquisition Subsidiary), ACNB Bank, FCBI and Frederick County Bank (the Reorganization Agreement). At the effective time of the acquisition, FCBI merged with and into Acquisition Subsidiary with Acquisition Subsidiary surviving the merger. In addition, Frederick County Bank, a Maryland state-chartered bank and FCBI’s wholly-owned subsidiary, merged with and into ACNB Bank, a Pennsylvania state-chartered bank and trust company and ACNB’s wholly-owned subsidiary, with ACNB Bank as the surviving bank.
Subject to the terms and conditions of the Reorganization Agreement at the effective time of the merger, each share of FCBI common stock was converted into the right to receive 0.9900 share of ACNB common stock. As a result of the merger, ACNB issued 1,590,547 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market share price of ACNB common stock in accordance with the Reorganization Agreement.

Effective January 11, 2020, in connection with the merger and pursuant to the terms of the Reorganization Agreement, one former FCBI director, Kimberly S. Chaney, was appointed as a Class 3 Director of ACNB’s Board of Directors. Ms. Chaney was also appointed as Director of ACNB Bank’s Board of Directors.

With the combination of the two organizations, ACNB Corporation, on a consolidated basis, will have approximate total assets of $2.2 billion, total deposits of $1.8 billion and total loans of $1.6 billion. During the year ended December 31, 2019, merger expenses of $769,000 were incurred for this acquisition.

The merger transaction will be accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged will be recorded at estimated fair values on the acquisition date. Management is in the process of assessing the assets purchased and liabilities assumed in connection with the merger.