ACNB Corporation (NASDAQ:ACNB) Files An 8-K Entry into a Material Definitive Agreement

parties to, the Agreement, may be subject to limitations agreed
upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Agreement instead
of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly,
the representations and warranties may not describe the actual
state of affairs at the date they were made or at any other
time, and investors should not rely on them as statements of
fact. In addition, such representations and warranties (1)will
not survive consummation of the merger, unless otherwise
specified therein, and (2)were made only as of the date of the
Agreement or such other date as is specified in the Agreement.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Agreement, which subsequent information may or may not be fully
reflected in the parties public disclosures. Accordingly, the
Agreement is included with this filing only to provide
investors with information regarding the terms of the
Agreement, and not to provide investors with any other factual
information regarding ACNB or NW Bancorp, their respective
affiliates or their respective businesses. The Agreement should
not be read alone, but should instead be read in conjunction
with the other information regarding ACNB, NW Bancorp, their
respective affiliates or their respective businesses, the
Agreement and the merger that will be contained in, or
incorporated by reference into, the registration statement on
FormS-4 that will include a proxy statement of NW Bancorp and a
prospectus of ACNB, as well as in the Forms 10-K, Forms 10-Q,
Forms 8-K and other filings that ACNB makes with the Securities
and Exchange Commission (SEC).

Caution Regarding Forward-Looking Statements

This information presented herein contains forward-looking
statements. These forward-looking statements include, but are
not limited to, statements about (i)the benefits of the
proposed merger between ACNB and NW Bancorp, (ii)ACNBs and NW
Bancorps plans, obligations, expectations and intentions and
(iii)other statements presented herein that are not historical
facts. Words such as anticipates, believes, intends, should,
expects, will, and variations of similar expressions are
intended to identify forward-looking statements. These
statements are based on the beliefs of the respective
managements of ACNB and NW Bancorp as to the expected outcome
of future events and are not guarantees of future performance.
These statements involve certain risks, uncertainties and
assumptions that are difficult to predict with regard to
timing, extent, and degree of occurrence. Results and outcomes
may differ materially from what may be expressed or forecasted
in forward-looking statements. Factors that could cause results
and outcomes to differ materially include, among others, the
ability to obtain required regulatory and stockholder approvals
and meet other closing conditions to the transaction; the
ability to complete the merger as expected and within the
expected timeframe; disruptions to customer and employee
relationships and business operations caused by the merger; the
ability to implement integration plans associated with the
transaction, which integration may be more difficult,
time-consuming or costly than expected; the ability to achieve
the cost savings and synergies contemplated by the merger
within the expected timeframe, or at all; changes in local and
national economies, or market conditions; changes in interest
rates; regulations and accounting principles; changes in
policies or guidelines; loan demand and asset quality,
including real estate values and collateral values; deposit
flow; the impact of competition from traditional or new
sources; and the other factors detailed in ACNBs publicly filed
documents, including its Annual Report on Form10-K for the year
ended December31, 2015. ACNB and NW Bancorp assume no
obligation to revise,

update, or clarify forward-looking statements to reflect events
or conditions after the date of this report.

Additional Information about the Merger and Where to
Find It

This information presented herein does not constitute an offer
to sell or the solicitation of an offer to buy any securities,
or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. In connection with the proposed merger, ACNB will
file with the Securities and Exchange Commission (the SEC) a
registration statement on FormS-4 with respect to the offering
of ACNB common stock as the merger consideration under the
Securities Act of 1933, as amended, which will include a proxy
statement of NW Bancorp and a prospectus of ACNB. A definitive
proxy statement/prospectus will be sent to the shareholders of
NW Bancorp seeking the required stockholder approvals.
Before making any voting or investment decision,
investors and security holders are urged to read the
registration statement and proxy statement/prospectus and other
relevant documents when they become available because they will
contain important information about ACNB, NW Bancorp, and the
merger.

Investors and security holders will be able to obtain free
copies of these documents through the website maintained by the
SEC at http://www.sec.gov. Investors and security holders may
also obtain free copies of these documents by directing a
request by telephone or mail to ACNB Corporation, 16 Lincoln
Square, P.O.Box 3129, Gettysburg, PA 17325; (717) 334-3161, or
by directing a request by telephone or mail to New Windsor
Bancorp,Inc., 222 E. Baltimore Street, Taneytown, MD 21787;
(410) 756-1580.

NW Bancorp and their respective directors and executive
officers may be deemed to be participants in the solicitation
of proxies from the shareholders of NW Bancorp in connection
with the merger. Information about the directors and executive
officers of NW Bancorp and their ownership of NW Bancorp common
stock may be obtained by reading the proxy statement/prospectus
regarding the merger when it becomes available. Additional
information regarding the interests of these participants and
other persons who may be deemed participants in the merger may
be obtained by reading the joint proxy statement/prospectus
regarding the merger when it becomes available.

ITEM 9.01 Financial Statements and
Exhibits

(d)Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form8-K to be
signed on its behalf by the undersigned, thereunto duly
authorized.

EXHIBITINDEX