Frederick County Bancorp — Merger or Acquisition (July 2019)
10 slides from Frederick County Bancorp's merger presentation, Jul 2, 2019
Slide 1: Special Cautionary Notice Regarding Forward-Looking Statements
Special Cautionary Notice Regarding Forward-Looking Statements During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward-looking statements involv
Slide 2: Transaction Summary
Transaction Summary ACNB Corporation (“ACNB”) has agreed to acquire Frederick County Bancorp, Inc. and its wholly-owned subsidiary Frederick County Bank (Collectively “Frederick” or “FCBI”) for approximately $60 million As part of transition FCBI will operate for up to two years as FCB Bank and ACNB
Slide 3: Overview of Frederick County Bancorp, Inc.
Overview of Frederick County Bancorp, Inc. $ in millions for financial data as of or through March 31, 2019 Headquarters: Frederick, MD Established: 2001 Branches: 5 Total Deposits: $372.3 Tang. Common Equity: $36.2 TCE / TA: 8.18% LTM Net Income: $2.8 LTM ROAA: 0.65% LTM ROATCE: 7.87% LTM Efficienc
Slide 4: Key Transaction Terms
Key Transaction Terms approval of ACNB’s and FCBI’s shareholders • Projected Closing: Double trigger price protection of 20% 5 * Based on 7/1/2019 closing prices of $38.59 for ACNB and $27.00 for FCBI. Pricing Multiples Fixed Exchange Ratio:•0.9900x Price Per Share*:•$38.20 Transaction Value*:•$60 m
Slide 5: Financial Impact
Pro Forma Financial Impact 6 Fiscal 2021 EPS Accretion:•7.8% TBV Per Share Impact at Close:•5.3% dilutive TBV Earnback (Crossover Method):•~4.4 years Pro Forma TCE / TA at Close:•8.6% IRR:•20.5% Key Financial Metrics Cost Savings:•37% (75% realization in 2020) Transaction Expenses:•$7.9 million Gros
Slide 6: Loan & Deposit Composition
Pro Forma Loan & Deposit Composition ACNB Stand Alone FCBI Stand Alone Pro Forma * Total: $1.3B Total: $342M Total: $1.6B Multi-f amily 3% Consumer & Other 1% Consumer & Other Consumer & Other 9% C&D 3% Multi-f amily 3% C&D Multi-f amily 7% 3% 7% C&D 4% 1-4 Family 19% 1-4 Family 37% 1-4 Family 41% C
Slide 7: Franchise Overview / Pro Forma Summary
Pro Forma Franchise Overview 4 5 2 Headquarters: Gettysburg, PA Total Intangibles: $54.5 million Total Assets: $2.2 billion Tang. Common Equity: $184.6 million Gross Loans: $1.7 billion TCE / TA: 8.63% Total Deposits: $1.8 billion Tier 1 Capital Ratio: 12.2% Note: Reflects estimated closing balance
Slide 8: Deposit Market Share
Pro Forma Deposit Market Share 1 2 3 PNC Financial Services Group, Inc. BB&T Corporation Bank of America Corporation 15 13 5 1,261,154 920,362 514,718 26.81 19.57 10.94 5 6 7 8 9 10 11 12 13 14 15 M&T Bank Corporation Capital One Financial Corporation Woodsboro Bank Community Heritage Financial, Inc
Slide 9: Transaction Rationale
Transaction Rationale Mid to high single digit EPS accretion Modest tangible book value dilution with a reasonable tangible earnback period Significantly expands core markets into Frederick County, providing additional lending opportunity and a robust deposit base in a demographically-attractive ban
Slide 10: Transaction Rationale
Transaction Rationale Mid to high single digit EPS accretion Modest tangible book value dilution with a reasonable tangible earnback period Significantly expands core markets into Frederick County, providing additional lending opportunity and a robust deposit base in a demographically-attractive ban
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