ACNB Corporation, the parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank, headquartered in Gettysburg, announced the completion of the acquisition of Frederick County Bancorp Inc. and its wholly-owned subsidiary, Frederick County Bank, headquartered in Frederick, Md., effective Jan.11.

FCBI was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Frederick County Bank with and into ACNB Bank. ACNB Bank will operate in the Frederick County, MD, market as FCB Bank, A Division of ACNB Bank.

Under the terms of the Reorganization Agreement, FCBI stockholders received 0.9900 share of ACNB Corporation common stock for each share of FCBI common stock that they owned as of the closing date. As a result, ACNB Corporation issued approximately 1,600,000 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market share price of ACNB Corporation common stock in accordance with the Reorganization Agreement.

In addition, pursuant to the Reorganization Agreement, former FCBI Director Kimberly S. Chaney was appointed as a Class 3 director to ACNB Corporation’s Board of Directors and as director to ACNB Bank’s Board of Directors. Chaney, the former chairman of the FCBI board of directors, has been a CPA for over 30 years and owns an accounting practice specializing in financial services and consulting for small businesses in Frederick, Md.

With the combination of the two organizations, ACNB Corporation, on a consolidated basis, has approximately $2.2 billion in assets, $1.8 billion in deposits, and $1.6 billion in loans with 34 community banking offices and three loan offices located in the counties of Adams, Cumberland, Franklin, Lancaster and York in Pennsylvania and the counties of Baltimore, Carroll and Frederick in Maryland.

“We are excited to welcome Frederick County Bancorp Inc. as ACNB Corporation expands its presence in the Maryland market,” said ACNB Corporation President and Chief Executive Officer James P. Helt. “Frederick is a growing, vibrant market for community banking, which is at the core of ACNB Corporation’s success for more than 160 years. It is our belief the addition of Frederick County Bank’s community banking network in Frederick County, Maryland, positions ACNB Corporation for strong and profitable growth in a desirable market that is adjacent to our current footprint in southcentral Pennsylvania and central Maryland.”

“Strategically, this acquisition is intended to complement our existing operations, while contributing to the corporation’s established tradition of enhancing long-term shareholder value. As a result of the acquisition, Kimberly S. Chaney joins the boards of directors of ACNB Corporation and ACNB Bank. Her knowledge of the Frederick market will prove valuable in the successful execution of our long-term strategic plan,” he said.

Bybel Rutledge LLP served as legal counsel and Boenning & Scattergood Inc. served as financial advisor to ACNB Corporation. Buckley LLP served as legal counsel and Sandler O’Neill + Partners LP served as financial advisor to Frederick County Bancorp Inc.

ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, and Russell Insurance Group 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 22 community banking offices in Adams, Cumberland, Franklin and York counties, as well as loan offices in Lancaster and York, Pa., and Hunt Valley, Md. As divisions of ACNB Bank operating in Maryland, FCB Bank and NWSB Bank serve the local marketplace via a network of five and seven community banking offices located in Frederick County and Carroll County, Md., respectively. Russell Insurance Group Inc., the corporation’s insurance subsidiary, is a full-service agency with licenses in 44 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, Germantown and Jarrettsville, Md.

For more information regarding ACNB Corporation and its subsidiaries, visit acnb.com.

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