Acnb Corporation · NASDAQ:ACNB
Acnb — Merger or Acquisition (July 2024)
13 slides from Acnb's merger presentation, Jul 24, 2024
Slide 1: Investor Presentation Announcing the Strategic Acquisition of Traditions Bancorp, Inc.
Investor Presentation Announcing the Strategic Acquisition of Traditions Bancorp, Inc. Nasdaq: ACNB investor.acnb.com ACNB CORPORATIONJuly 24, 2024
Slide 2: Forward-Looking Statements & Additional Disclosures
Forward‐Looking Statements & Additional Disclosures 2 Forward Looking Statements: This presentation contains statements which, to the extent that they are not recitations of historical fact may constitute forward‐looking statements for purposes of the Securities Act of 1933, as amended, and the Secu
Slide 3: Transaction Rationale
Transaction Rationale In‐Market Combination Strengthening York Franchise • Strategic in‐market combination, enhancing ACNB’s presence in South‐Central, PA • Creates the largest community bank in Pennsylvania with less than $5 billion in total assets⁽¹⁾ • Enhances ACNB’s presence in York county, incr
Slide 4: Overview of Traditions Bancorp
Overview of Traditions Bancorp, Inc. 4 Franchise Highlights Financial Highlights York County Deposit Market Share (1) 2023Y 2023Q3 2023Q4 2024Q1 2024Q2 Balance Sheet ($M) Total Assets $840 $850 $840 $841 $859 Gross Loans HFI 669 673 669 672 673 Deposits 731 705 731 730 738 Loans / Deposits 91.5% 95.
Slide 5: Pro Forma Company Snapshot
Pro Forma Company Snapshot 5 Top 10 PA Banks Under $5B in Assets (1) Geographic Footprint (3) Pennsylvania Maryland Harrisburg Chambersburg Lancaster Westminster York Frederick Mount Airy Newville York, PA Gettysburg Hanover Dillsburg Rank Company Assets($M) ‐‐ Pro Forma Franchise⁽²⁾ 3,326 1 Citizen
Slide 6: Pro Forma Loan & Deposit Composition at 3/31/2024
1) Exclusive of purchase accounting assumptions as detailed on Pages 8 and 9 Note: Loan and deposit compositions reflect bank level Call Report financial data; Percentages may not sum to 100% due to rounding Source: S&P Capital IQ Pro; Company documents Pro Forma Loan & Deposit Composition at 3/31/2
Slide 7: Credit Quality and Due Diligence Review
Source: S&P Capital IQ Pro; Company documents Credit Quality and Due Diligence Review 7 Net Charge‐Offs / Average Loans (%) Credit Diligence Review Non‐Performing Assets / Total Assets (%) • Engaged third party services to assist in loan and credit review as part of due diligence process • Commercia
Slide 8: Transaction Structure and Overview
Transaction Structure and Overview Acquiror / Target ACNB Corporation (NASDAQ: ACNB) / Traditions Bancorp, Inc. (OTCPK: TRBK) Implied Transaction Value¹ $73.5 million, or $26.43 per TRBK share Consideration 100% common stock, fixed exchange ratio of 0.7300x; TRBK unvested RSUs to vest and convert in
Slide 9: Key Transaction Assumptions
Key Transaction Assumptions 9 Est. Transaction Costs $17.8 million pre‐tax Est. Cost Savings 35% of TRBK’s noninterest expense (75% realized in 2025, and 100% thereafter) Earnings Projections and Balance Sheet Growth • ACNB assumes mean Wall Street consensus estimates for 2024 and 2025, with an assu
Slide 10: Pro Forma Financial Impact
Pro Forma Financial Impact 10 1) Excludes the impact of core deposit intangible, purchase accounting marks on: AFS securities, loans, fixed assets, deposits, borrowings, other liabilities; Includes the impact of allowance for credit losses of $7.2 million Note: Profitability and earnings per share m
Slide 11: Successful Track Record of Growth Through Acquisitions
Successful Track Record of Growth Through Acquisitions 11 Historical Asset Growth ($B) Pennsylvania Maryland HHI: $112k Carroll County HHI: $112k Frederick County HHI: $87k Cumberland County HHI: $82k Lancaster County HHI: $79k York County Gettysburg ACNB Corp Traditions Evolution of Geographic Foot
Slide 12: Conclusion
Conclusion 12 Acquisition of Traditions Bancorp, Inc. Meets ACNB Corporation’s Disciplined Acquisition Criteria Culture • Significant cultural alignment, allowing ACNB to further its franchise value focused on a commitment to community banking • Minimal execution risk expected with continuous cooper
Slide 13: ACNB Corporation Contact
13 ACNB Corporation Contact: Jason H. Weber EVP / Treasurer & Chief Financial Officer (717) 339‐5090 jweber@acnb.com