Acnb Corporation · NASDAQ:ACNB
Acnb — Merger or Acquisition (November 2016)
13 slides from Acnb's merger presentation, Nov 22, 2016
Slide 1: Forward Looking Statements
Forward Looking Statements This presentation contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of A
Slide 2: Table of Contents
Table of Contents Transaction Summary Transaction Overview Overview of Pro Forma Franchise Transaction Terms Transaction Rationale Deposit Market Share Deposit Mix Loan Portfolio Mix Expected Financial Impact Summary
Slide 3: Transaction Summary
Transaction Summary Acquirer: ACNB Corporation (NASDAQ: ACNB) Acquiree: New Windsor Bancorp (OTC Pink NWID) Transaction Value: $33.3 million Consideration: 15% cash/85% stock Est’d One-Time Charges: $5.5 million
Slide 4: Transaction Overview
Transaction Overview ACNB Corporation (ACNB) proposes to purchase 100% of the outstanding stock of New Windsor Bancorp (NWID) NWID will merge into ACNB acquisition subsidiary; New Windsor State Bank will merge into ACNB Bank and will operate as New Windsor Bank, a division of ACNB Bank New Windsor s
Slide 5: Overview of Pro Forma Franchise
Overview of Pro Forma Franchise Pro Forma Highlights Total Assets: $1.52B Gross Loans: $1.13B Total Deposits: $1.24B Branches: 29 Attractive combination of strong local franchises in contiguous markets Provides significant expansion opportunities in similar markets
Slide 6: Transaction Terms
Transaction Terms Buyer ACNB Corporation (NASDAQ: ACNB) Seller New Windsor Bancorp, Inc. (Pink: NWID) Stock Consideration 1.10 shares of ACNB stock for each share of NWID stock Cash Consideration $30.00 per share Consideration Mix 85% stock/15% cash Indicative price per share $33.11 Implied aggregat
Slide 7: Transaction Rationale
Transaction Rationale Strategic Rationale Financial Attributes Risk Experienced management team with deep ties to the local community Extends franchise into contiguous market with strong market share Low risk, mature franchise with long-term relationships Comparable cultures and customer base EPS ac
Slide 8: Deposit Market Share
Transaction creates bigger pro forma market presence in a wider market than either institution had in its stand-alone market Markets: Pennsylvania Counties: Adams, Cumberland, Franklin, York Maryland Counties: Carroll Institution Name HQ State Branches Deposits Market Share Rank Manufacturers & Trad
Slide 9: Deposit Mix
Deposit Mix NWID brings a significant portion of non-interest bearing accounts, improving the funding mix Non - interest bearing accounts 19% Interest - bearing Demand 4% MMDA accounts 13% Savings accounts 38% CDs < $100,000 16% CDs > $100,000 10% Deposit Mix - ACNB 9/30/16 Non - interest bearing ac
Slide 10: Loan Portfolio Mix
Loan Portfolio Mix The loan mix at both institutions are similar – the pro forma mix is little changed from ACNB’s portfolio Multi - family 3% Commercial Real Estate 33% Commercial & Industrial 6% Construction 3% Farmland 3% Residential real estate 44% Home equity/consumer /other 8% Pro Forma Loan P
Slide 11: Expected Financial Impact
Expected Financial Impact Assumptions/Current Estimates Financial Impact Projected cost savings of approximately 27% 3.2% loan mark, inclusive of interest rate mark $5.5 million one-time, pre-tax transaction costs No revenue synergies assumed Double-digit EPS accretion in mid-teens with full realiza
Slide 12: Summary
Summary Creates significant franchise value #4 market share in rural and small-town markets between Washington DC, Baltimore, MD, and Harrisburg, PA Pro forma assets of $1.5 billion #1 among locally-headquartered banks in this market Higher lending limit and enhanced products and services Compatible
Slide 13: Summary
Summary * Creates significant franchise value + #4 market share in rural and small-town markets between Washington DC, Baltimore, MD, and Harrisburg, PA + Pro forma assets of $1.5 billion * #1 among locally-headquartered banks in this market * Higher lending limit and enhanced products and services