ACNB Corp Completes CNB Financial Acquisition, Board Changes

Ticker: ACNB · Form: 8-K · Filed: Feb 3, 2025 · CIK: 715579

Sentiment: neutral

Topics: acquisition, management-change, corporate-governance

TL;DR

ACNB bought CNB, board shuffled, new execs in. Big bank move.

AI Summary

ACNB Corporation announced on February 1, 2025, the completion of its acquisition of CNB Financial Corporation. The filing also disclosed the departure of a director, the election of new directors, and the appointment of new officers, along with details on compensatory arrangements for certain officers.

Why It Matters

This acquisition signifies a significant consolidation within the banking sector, potentially impacting market competition and customer services in the affected regions.

Risk Assessment

Risk Level: medium — The acquisition of another financial institution introduces integration risks and potential regulatory scrutiny, while changes in leadership can create uncertainty.

Key Players & Entities

FAQ

What is the effective date of the acquisition of CNB Financial Corporation by ACNB Corporation?

The earliest event reported in the filing is dated February 1, 2025, indicating this is the effective date of the acquisition.

What are the main items reported in this 8-K filing?

The filing reports the completion of an acquisition, departure of directors, election of directors, appointment of officers, and compensatory arrangements.

Where is ACNB Corporation's principal executive office located?

ACNB Corporation's principal executive offices are located at 16 Lincoln Square, Gettysburg, PA 17325.

What is ACNB Corporation's Standard Industrial Classification (SIC) code?

ACNB Corporation's SIC code is 6022, which corresponds to State Commercial Banks.

What is the Commission File Number for ACNB Corporation?

The Commission File Number for ACNB Corporation is 001-35015.

Filing Stats: 1,421 words · 6 min read · ~5 pages · Grade level 11.5 · Accepted 2025-02-03 08:01:22

Key Financial Figures

Filing Documents

01 Completion of Acquisition or Disposition of Assets

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. 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.

02 Departure of Directors or Certain Officers; 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

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.

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits (a) Financial The financial after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Traditions Bancorp, Inc. and Traditions Bank dated as of July 23, 2024. (Incorporated by reference to Annex A of the Registrant's Registration Statement No. 333-282412 on Form S-4, filed with the Commission on October 23, 2024.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request. 10.1 Separation and Non-Competition Agreement dated as of January 23, 2025 by and among ACNB Corporation, ACNB Bank, Traditions Bancorp, Inc., Traditions Bank and Eugene J. Draganosky effective February 1, 2025. 99.1 Press Release Dated February 3, 2025 Announcing Completion of Traditions Acquisition 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. ACNB CORPORATION (Registrant) Dated: February 3, 2025 /s/ Kevin J. Hayes Kevin J. Hayes Senior Vice President/ General Counsel, Secretary & Chief Governance Officer

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