ACNB Corp. Completes New Windsor Bancorp Acquisition

7/4/17

GETTYSBURG, Pa.--(BUSINESS WIRE)--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 New Windsor Bancorp, Inc. and its wholly-owned subsidiary, New Windsor State Bank, a Maryland state-chartered, FDIC-insured community bank headquartered in Taneytown, MD, effective July 1, 2017. New Windsor was merged with and into a wholly-owned subsidiary of ACNB immediately followed by the merger of New Windsor State Bank with and into ACNB Bank. ACNB Bank will operate in the Maryland market as “NWSB Bank, A Division of ACNB Bank”.

Under the terms of the Reorganization Agreement, stockholders of New Windsor had the option to receive either 1.10 shares of ACNB common stock or $30.00 in cash for each share of New Windsor common stock, subject to proration and allocation provisions to ensure that, in the aggregate, 85% of the total shares of New Windsor common stock outstanding were exchanged for ACNB common stock and 15% of the total shares of New Windsor common stock outstanding were exchanged for cash. As a result of New Windsor stockholder elections and the related proration and allocation provisions of the Reorganization Agreement, ACNB issued approximately 950,000 shares of its common stock and approximately $4,520,000 in cash in the merger.

In addition, pursuant to the Reorganization Agreement, former New Windsor directors Todd L. Herring and D. Arthur Seibel, Jr. were appointed as Class 1 and Class 2 Directors, respectively, to ACNB’s Board of Directors and as Directors to ACNB Bank’s Board of Directors. Tom N. Rasmussen, former President and Chief Executive Officer of New Windsor, became Executive Vice President of ACNB Bank and Market President of NWSB Bank, A Division of ACNB Bank.

With the combination of the two organizations, ACNB, on a consolidated basis, has approximately $1.6 billion in assets, $1.2 billion in loans, and $1.3 billion in deposits with 29 retail banking offices located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as Carroll County in northern Maryland.

“We are excited to have New Windsor’s shareholders, customers and employees join the ACNB organization,” stated ACNB President and Chief Executive Officer James P. Helt. “It is our belief the addition of New Windsor’s community banking network in Carroll County, Maryland, positions ACNB Corporation for strong and profitable growth in a desirable market that is adjacent to our current footprint.”

Speaking on behalf of the ACNB Board of Directors, Chairman of the Board Frank Elsner, III, said, “We look forward to building upon New Windsor’s legacy with an eye towards the future in the Maryland market. The addition of Todd L. Herring and D. Arthur Seibel, Jr. to the Boards of Directors of ACNB Corporation and ACNB Bank provides strength and knowledge of the area that will prove valuable in the successful execution of our long-term strategic plan.”

Bybel Rutledge LLP served as legal counsel and Commonwealth Advisors, Inc. served as financial advisor to ACNB Corporation. BuckleySandler LLP served as legal counsel and Sandler O’Neill + Partners, LP served as financial advisor to New Windsor Bancorp, Inc.

About ACNB Corporation

ACNB Corporation, headquartered in Gettysburg, PA, is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and trust services via a network of 22 retail banking offices located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York. NWSB Bank, a division of ACNB Bank, serves its marketplace with banking and investment services via a network of seven retail banking offices located in Carroll County, MD. The other wholly-owned subsidiary of ACNB Corporation is Russell Insurance Group, Inc., its insurance subsidiary. Russell Insurance Group, Inc. offers a broad range of commercial and personal insurance lines with licenses in 43 states, including Pennsylvania and Maryland, through offices in Westminster, Carroll County, and Germantown, Montgomery County, MD. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

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