Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
ITEM 2.01 Completion of Acquisition or Disposition of Assets Effective February 1, 2025, ACNB Corporation (“ACNB”) completed its previously-announced acquisition of Traditions Bancorp, Inc.…
Filed Feb 3, 2025Accepted Feb 3, 2025, 8:01 AM ESTCIK 715579Accession 0001104659-25-008408
ACNB Corporation, headquartered in Gettysburg, PA, is the $3.26 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and ACNB Insurance Services, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 35 community banking offices and two loan offices located in the Pennsylvania counties of Adams, Cumberland, Franklin, Lancaster and York and the Maryland counties of Baltimore, Carroll and Frederick. ACNB Insurance Services, Inc. is a full-service insurance agency with licenses in 46 states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster and Jarrettsville, MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit investor.acnb.com.
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Item 2.01Item 2.01 - Completion of Acquisition
ITEM 2.01 Completion of Acquisition or Disposition of Assets
Effective February 1, 2025, ACNB Corporation (“ACNB”)
completed its previously-announced acquisition of Traditions Bancorp, Inc. (“Traditions”) pursuant to the Agreement and
Plan of Reorganization, dated as of July 23, 2024, by and among ACNB, ACNB South Acquisition Subsidiary, LLC (“Acquisition
Subsidiary”), ACNB Bank, Traditions, and Traditions Bank (the “Reorganization Agreement”). At the effective time of
the acquisition, Traditions merged with and into Acquisition Subsidiary, with Acquisition Subsidiary surviving the merger. In addition,
immediately thereafter, Traditions Bank, a Pennsylvania state-chartered bank and Traditions’ 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 Traditions common stock was converted into the right to receive 0.7300 shares of ACNB
common stock, with an amount in cash, without interest, to be paid in lieu of fractional shares. As a result of the merger, ACNB expects
to issue approximately 2,035,359 shares of its common stock, and cash in exchange for fractional shares based upon $39.09 per whole share
of ACNB common stock, the determined market share price in accordance with the Reorganization Agreement. In addition, all unexercised
options to purchase shares of Traditions common stock were redeemed for cash.
The foregoing description of the Reorganization Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement, which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Board
Appointments
Effective February 1,
2025, in connection with the merger and pursuant to the terms of the Reorganization Agreement, three former Traditions directors were
appointed to ACNB’s Board of Directors as follows:
Elizabeth F. Carson,
former Lead Independent Director of Traditions and Traditions Bank, was appointed as a Class 2 director of ACNB. Ms. Carson
was also appointed as a Director of ACNB Bank’s Board of Directors. In connection with her appointment to the Boards of ACNB and
ACNB Bank, Ms. Carson was appointed to ACNB Bank’s Board Loan Committee and Board Trust Committee.
Eugene J. Draganosky,
former Director, Chair of the Board, and CEO of Traditions and Traditions Bank, was appointed as a Class 1 director of ACNB and a
Vice Chair of the Board of Directors. Mr. Draganosky was also appointed as a Director and Vice Chair of ACNB Bank’s Board of
Directors and as a member of the Board of Directors of ACNB Insurance Services, Inc., the wholly owned insurance agency subsidiary
of ACNB. In connection with his appointment to the Boards of ACNB and ACNB Bank, Mr. Draganosky was appointed to ACNB Bank’s
Board Loan Committee.
John M. Polli, former
Director of Traditions and Traditions Bank, was appointed as a Class 3 director of ACNB. Mr. Polli was also appointed as a Director
of ACNB Bank’s Board of Directors. In connection with his appointment to the Boards of ACNB and ACNB Bank, Mr. Carson was appointed
to ACNB and ACNB Bank’s Board Audit Committee and ACNB Bank’s Board Trust Committee.
Other than pursuant to the terms of the Reorganization Agreement and those fees and benefits available to all nonemployee Directors of ACNB and ACNB Bank, and except
as disclosed below regarding Mr. Draganosky, none of the foregoing individuals was appointed to these positions pursuant to any arrangement
or understanding with any other person, nor do any of the foregoing individual individuals have reportable transactions under Item 404(a) of
Regulation S-K.
Separation and
Non-Competition Agreement
In connection with the merger and as of the effective date
of the merger, ACNB and ACNB Bank entered into a Separation and Non-competition Agreement with Mr. Draganosky relating to the termination
of his employment as Chief Executive Officer of Traditions and Traditions Bank and his related employment agreement with Traditions and
Traditions Bank (the “Draganosky Agreement”). Under the terms of the Draganosky Agreement, Mr. Draganosky will receive
a lump some separation payment of $1,373,500 and maintenance of at least $800,000 in split dollar bank owned life insurance for at least
3 years following the effective date. In exchange, Mr. Draganosky agrees such payment satisfies all obligations under his employment
agreement and that he will be subject to certain non-competition and non-solicitation restrictions for a period of 18 months as delineated
in the Draganosky Agreement.
The description above is only a summary of the material terms
of the Draganosky Agreement and is not intended to be a full description of the agreement. The Draganosky Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
ITEM 8.01 Other Events
ACNB issued a press release on February 3, 2025, announcing
completion of the acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) tm254970d1_ex99-1.htm
EX-99.1
3
tm254970d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE
Contact: Kevin Hayes
SVP/ General Counsel,
Secretary, and Chief
Governance Officer
717.339.5161
khayes@acnb.com
ACNB
Corporation announceS Completion
of
Traditions BANCORP, inc. Acquisition
GETTYSBURG,
PA, February 3, 2025 --- 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 Traditions Bancorp, Inc.
(“Traditions”) and its wholly-owned subsidiary, Traditions Bank, headquartered in York, PA, effective February 1, 2025.
Traditions was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Traditions Bank
with and into ACNB Bank. ACNB Bank will operate the former Traditions Bank branches as “Traditions Bank, A Division of ACNB Bank”.
In connection with the close of the acquisition, Traditions stockholders received 0.7300 shares of ACNB Corporation common stock for
each share of Traditions common stock that they owned as of the closing date, with ca…