ACNB Corp to acquire New Windsor Bancorp in Northern Maryland
ACNB Corporation (ACNB), the parent financial holding company of ACNB Bank, announced the execution of a Definitive Agreement whereby New Windsor Bancorp (NWID) will be merged with and into an ACNB acquisition subsidiary and, as soon as possible thereafter, New Windsor State Bank, New Windsor's wholly-owned subsidiary bank, will merge with and into ACNB Bank. Two directors from New Windsor will join the boards of ACNB and ACNB Bank, respectively, and ACNB Bank will operate in the Maryland market as "New Windsor Bank, a division of ACNB Bank." At their election, New Windsor shareholders will receive 1.10 shares of ACNB common stock or $30.00 cash for each share of New Windsor common stock that they own as of the closing date. The transaction is subject to an election and allocation procedure that will result in 85% of the consideration being paid as ACNB common stock and 15% of the consideration being paid in cash. The 15% paid in cash will be paid on the basis of $30.00 per share. Based on the market close on November 21, 2016, the transaction is valued at about $33.3M, or $33.11 per share. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. As of September 30, New Windsor had total assets of $311.1M, total deposits of $272.9M and total loans of $262.2M.