Announcement • Jul 25

ACNB Corporation (NasdaqCM : ACNB) entered into a definitive merger agreement to acquire Traditions Bancorp, Inc. (OTCPK : TRBK) for $86.4 million.

ACNB Corporation (NasdaqCM : ACNB) entered into a definitive merger agreement to acquire Traditions Bancorp, Inc. (OTCPK : TRBK) for $86.4 million on July 23, 2024. Pursuant to the terms of the Definitive Agreement, Traditions shareholders will receive 0.7300 shares of ACNB common stock for each share of Traditions common stock that they own as of the closing date. Based on the 20-day Volume Weighted Average Price of ACNB common stock as of July 19, 2024, the transaction is valued at $73.5 million or $26.43 per share of common stock. Following completion of the transaction, Traditions shareholders will receive a quarterly cash dividend equal to approximately $0.23 per Traditions share of common stock based on ACNB's current quarterly dividend of $0.32 per ACNB share of common stock. Upon termination of the Agreement under certain circumstances, Traditions will be obligated to pay ACNB a termination fee of $3.0 million (approximately 4% of the transaction value). Upon the consummation of the strategic acquisition, ACNB Bank will operate former Traditions Bank locations in the York and Lancaster County markets as "Traditions Bank, A Division of ACNB Bank." The current Traditions Bank administrative headquarters on Pauline Drive will continue to serve as a regional sales and operations center. Two Traditions branch locations, 235 St. Charles Way, York, PA17402 and 361 Eisenhower Drive, Hanover, PA 17731 and an ACNB loan production office, 1601 South Queen Street, York, PA, 17403 are currently anticipated to be consolidated to the nearest ACNB or Traditions Bank location at a date to be determined following completion of the strategic acquisition. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. Three members of the Traditions Board will join the ACNB Corporation and ACNB Bank Boards of Directors with Eugene Draganosky, Traditions' Chief Executive Officer and Chairman of the Board joining the ACNB Boards as a Vice Chair. Thomas J. Sposito, II, Traditions' President, will join ACNB Bank, as President of our Traditions Bank, a division of ACNB Bank upon completion of the transaction. Further, Traditions Founder, Michael E. Kochenour, will join ACNB as a Director Emeritus. The transaction has been unanimously approved by the boards of directors of both companies. It is subject to Traditions shareholder approval, ACNB shareholder approval of the shares to be issued in this transaction, regulatory approvals, The Registration Statement shall be effective under the Securities Act, The shares of ACNB Common Stock to be issued in the Merger shall be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Effective Time and shall have received the requisite approval for issuance by the shareholders of ACNB under its Nasdaq Listing Agreement and the Nasdaq Listing Rules, No more than five percent (5%) of the issued and outstanding shares of Traditions Common Stock shall be Dissenting Shares, Third party consents and other customary closing conditions. Currently, the transaction is expected to close in the first quarter of 2025. Nicholas Bybel, Jr. of Bybel Rutledge LLP is serving as legal counsel and Piper Sandler Companies is serving as financial advisor to ACNB Corporation Hovde Group provided a Fairness Opinion to ACNB. Kenneth J. Rollins of Pillar+Aught is serving as legal counsel and Stephens Inc. is serving as financial advisor to Traditions Bancorp, Inc. and rendered a Fairness Opinion to Traditions.

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ACNB Corporation (NasdaqCM : ACNB) entered into a definitive merger agreement to acquire Traditions Bancorp, Inc. (OTCPK : TRBK) for $86.4 million.

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