お知らせ • Jul 30
Fidelity D & D Bancorp, Inc. (NasdaqGM:FDBC) completed the acquisition of MNB Corporation (OTCPK:MNBC).
Fidelity D & D Bancorp, Inc. (NasdaqGM:FDBC) signed a definitive agreement to acquire MNB Corporation (OTCPK:MNBC) for $79.9 million on December 9, 2019. Under the terms of the agreement, the shareholders of MNB Corporation will receive as consideration 1.039 shares of Fidelity D & D Bancorp, Inc. for each share of MNB Corporation that they own as of the closing date. As a result, Fidelity estimates that continuing Fidelity shareholders will own approximately 76.3% of the issued and outstanding common shares of the combined company and that former MNB shareholders will own approximately 23.7% of the issued and outstanding common shares of the combined company. The common stock of the combined company will be listed on The Nasdaq Global Market under Fidelity's current symbol "FDBC." Upon completion of the merger, MNB shareholders will become Fidelity shareholders. As a result of the transaction, MNB Corporation will be merged with and into Fidelity D & D Bancorp, Inc., and subsequently, Merchants Bank of Bangor, MNB Corporation’s wholly-owned subsidiary, will merge with and into Fidelity Deposit and Discount Bank, subsidiary of Fidelity D & D Bancorp, Inc. Upon termination of the agreement under certain circumstances, MNB will be obligated to pay Fidelity a termination fee of $3 million.
At closing, two representatives from MNB Corporation will join the boards of Fidelity D & D Bancorp, Inc. and Fidelity Deposit and Discount Bank, respectively. The officers of the Surviving Bank are expected to be Daniel J. Santaniello, President; John T. Cognetti, Secretary and Salvatore R. DeFranceso, Jr. as Treasurer. The transaction is subject to approval by shareholders of MNB Corporation and Fidelity D & D Bancorp, Inc., regulatory approvals, including approvals required by the Federal Reserve Board, the FDIC, and the Pennsylvania Department of Banking and Securities, and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both MNB Corporation and Fidelity D & D Bancorp, Inc. A special meeting of shareholders of Fidelity D & D Bancorp and MNB will be held on April 21, 2020 to approve the merger. As per filing on April 1, 2020, the locations of Fidelity’s special meeting of shareholders and MNB’s special meeting of shareholders each to be held on April 21, 2020 have been changed and each will be held in a virtual meeting format only. As of April 15, 2020, Fidelity D & D Bancorp received all regulatory approvals or waivers from the Federal Deposit Insurance Corporation, Pennsylvania Department of Banking and Securities and the Federal Reserve Bank of Philadelphia for the proposed acquisition. As of April 21, 2020, shareholders of Fidelity and MNB approved the transaction. The transaction is expected to close in the second quarter of 2020. As of April 15, 2020, the transaction is expected to close on May 1, 2020. The acquisition will result in earning per share (EPS) accretion of approximately 11% in 2020 and 17% in 2021, for Fidelity D & D Bancorp, Inc.
Erik Gerhard of Bybel Rutledge LLP acted as legal advisor and Commonwealth Advisors, Inc. acted as financial advisor and fairness opinion provider for Fidelity D & D Bancorp, Inc. Timothy A. Hoy of Mette, Evans & Woodside acted as legal advisor and Olsen Palmer LLC acted as financial advisor and fairness opinion provider to MNB Corporation. Fidelity agreed to pay Commonwealth Advisors a non-refundable cash fee equal to $0.32 million. Olsen Palmer received a fee of $75,000 from MNB upon rendering its opinion and will receive a fee of $0.15 million for such advisory services with such advisory fee contingent upon the closing of the merger. Laurel Hill Advisory Group, LLC acted as the information agent to MNB and MNB will pay Laurel Hill a base fee of $6,500, a fee of $1,000 to establish a toll-free number for shareholder inquiries, plus per-call fees and reimbursement of its out-of-pocket expenses, for its services.
Fidelity D & D Bancorp, Inc. (NasdaqGM:FDBC) completed the acquisition of MNB Corporation (OTCPK:MNBC) on May 1, 2020. Under the terms of the agreement, Fidelity issued approximately 1.18 million shares to MNB Corporation. Pursuant to the reorganization agreement, HelenBeth Garofalo Vilcek and Richard M. Hotchkiss were appointed as a Class A and C Directors, respectively, to Fidelity’s Board of Directors and as Directors to Fidelity Bank’s Board of Directors.