ACNB Corporation (NASDAQ:ACNB) Files An 8-K Other Events
Item 8.01 Other Events
On November22, 2016, ACNB Corporation (ACNB) issued a press
release announcing the signing of a definitive agreement dated
November21, 2016 to acquire New Windsor Bancorp,Inc. (NW Bancorp)
and NW Bancorps wholly-owned subsidiary, New Windsor State Bank
(NWS Bank). A copy of the press release is furnished herewith as
Exhibit99.1. In addition, ACNB is providing supplemental
information regarding the proposed merger in the attached
presentation slides attached as Exhibit99.2.
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.
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ExhibitNumber |
|
Description |
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99.1 |
Joint Press Release dated November22, 2016 |
|
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99.2 |
Presentation Slides dated November22, 2016 |
About ACNB Corporation (NASDAQ:ACNB)
ACNB Corporation is a financial holding company. The Company’s banking operations are conducted through its operating subsidiary, ACNB Bank (the Bank), and offers a range of property and casualty, life and health insurance to both commercial and individual clients through its subsidiary, Russell Insurance Group, Inc. (RIG). The Company has two segments: the Bank and RIG. RIG is managed separately from the banking segment, which includes the Bank and related financial services that the Company offers through its banking subsidiary. Through its banking and nonbanking subsidiaries, the Company provides a range of banking and financial services to individuals and businesses, including commercial and retail banking, trust and investment management, and insurance. ACNB Bank is a commercial bank. ACNB Bank’s service delivery channels for its customers include the automated teller machine (ATM) network, customer contact center, online, telephone and mobile banking. ACNB Corporation (NASDAQ:ACNB) Recent Trading Information
ACNB Corporation (NASDAQ:ACNB) closed its last trading session up +0.50 at 30.60 with 9,634 shares trading hands.