M&A - ACNB CORP

Form Type: 8-K/A

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000071557925000071

Filing Summary: Effective February 1, 2025, ACNB Corporation completed its acquisition of Traditions Bancorp, Inc. pursuant to the Agreement and Plan of Reorganization dated July 23, 2024. This update amends the previous Form 8-K filed on February 3, 2025, and includes the required financial statements and pro forma financial information. The audited consolidated financial statements of Traditions Bancorp for the years ended December 31, 2024 and 2023 are attached as Exhibit 99.1, while the historical and unaudited pro forma combined financial data of ACNB and Traditions for the year ended December 31, 2024 is attached as Exhibit 99.2.

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Form Type: 8-K/A

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925008955

Filing Summary: On February 3, 2025, ACNB Corporation filed a Current Report on Form 8-K to announce the completion of the acquisition of Traditions Bancorp, Inc. This Amendment No. 1 corrects an error in the previous press release regarding the combined deposit amount post-acquisition, adjusting it from $2.04 billion to $2.54 billion as of December 31, 2024. The amendment specifically modifies Item 8.01 and Item 9.01 of the original filing, without making any other changes. A corrected press release dated February 4, 2025, is also provided as Exhibit 99.1 which reinforces the announcement of the completion of the acquisition.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925008408

Filing Summary: On February 1, 2025, ACNB Corporation completed its acquisition of Traditions Bancorp, Inc. The acquisition was executed under the Agreement and Plan of Reorganization dated July 23, 2024, resulting in Traditions merging with ACNB South Acquisition Subsidiary, LLC, which survived the merger. Likewise, Traditions Bank merged with ACNB Bank, with ACNB Bank as the surviving entity. Each share of Traditions common stock was converted into 0.7300 shares of ACNB common stock, with cash paid for fractional shares amounting to approximately $39.09 per share. ACNB anticipates issuing about 2,035,359 shares due to this merger. Further, all unexercised options to buy Traditions common stock were redeemed for cash. As part of the merger, former Traditions directors were appointed to ACNB's Board. A notable separation agreement was also established with former Traditions CEO Eugene J. Draganosky, granting him a lump sum of $1,373,500 and continued insurance benefits. A press release regarding the acquisition was issued on February 3, 2025, confirming its completion.

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Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000071557924000139

Filing Summary: On December 18, 2024, ACNB Corporation held a Special Meeting of Shareholders where shareholders voted on three proposals. The first proposal approved the issuance of shares of ACNB common stock related to the merger of Traditions Bancorp, Inc. into ACNB South Acquisition Subsidiary, LLC. A total of 8,577,773 shares were entitled to vote, with 5,525,489 shares present at the meeting, constituting a quorum. The final voting results were detailed for each proposal acted upon during the meeting. This corporate action reflects a significant developmental milestone for ACNB Corporation in its growth strategy.

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