Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the
parent bank holding company of Fidelity Deposit and Discount Bank
(“Fidelity Bank”), founded in 1902, a Pennsylvania state-chartered,
FDIC insured bank and trust company headquartered in Dunmore, PA,
announced today the execution of a definitive agreement whereby MNB
Corporation (OTCPink: MNBC) (“MNB”) will be merged with and into
Fidelity, and subsequently, Merchants Bank of Bangor, MNB’s
wholly-owned subsidiary bank, founded in 1890, will merge with and
into Fidelity Bank. The resulting merger will expand Fidelity
Bank’s full-service footprint into Northampton County, PA and the
Lehigh Valley. At closing, two representatives from MNB will join
the boards of Fidelity and Fidelity Bank, respectively.
Daniel J. Santaniello, Fidelity President and
Chief Executive Officer, stated, “Fidelity D & D Bancorp, Inc.
is pleased to welcome MNB to the Fidelity family. The addition of
such a premier financial institution will enhance our market
presence and allow us to better serve its communities. Furthermore,
we look forward to expanding our market area as we enter
Northampton County, Pennsylvania, a county with demographics that
provide enhanced growth opportunities. Over the years, Merchants
Bank has been an outstanding resource and banking partner to its
client base. We believe that working alongside Merchants’ seasoned
bankers, the Fidelity Bank relationship banking model focusing on
providing trusted financial advice will enhance the product and
service offerings to our combined customers.”
Based on the financial results as of September
30, 2019, the combined company would have pro forma total assets of
approximately $1.46 billion, total deposits of approximately $1.28
billion, and loans of approximately $1 billion.
Once the merger is complete, Fidelity Bank will
operate 21 retail community banking offices in Northeastern and
Eastern Pennsylvania. Fidelity Bank offers a complete range of
consumer and business products, including wealth management. Its
Customer Care Center is open 7 days a week for the convenience of
its clients. Additionally, Fidelity Bank offers the ability for its
clients to apply for consumer deposits, real estate loans, and
personal loans through its robust online application processes.
Under the terms of the agreement, MNB
shareholders will receive as consideration 1.039 shares of Fidelity
common stock for each share of MNB common stock that they own as of
the closing date, which represents total transaction value of $78.5
million or $69.30 on a per share basis, based upon Fidelity’s
20-day average closing price as of December 6, 2019.
As of September 30, 2019, MNB had total assets
of $412.8 million, total deposits of $358.3 million and total loans
of $241.1 million. Speaking on behalf of MNB, Rocco A. Del Vecchio,
President and CEO, said, “We are thrilled to become a part of a
company with such an impressive history, outstanding financial
performance, and sterling reputation as Fidelity D & D Bancorp,
Inc. We anticipate that the partnership with Fidelity will more
than meet the objectives of our customers, communities, employees
and shareholders in the near and long-term.”
The transaction, which has been unanimously
approved by the boards of directors of both companies, but is
subject to MNB shareholder approval, Fidelity shareholder approval,
regulatory approvals and other customary closing conditions, is
currently expected to close in the second quarter of 2020.
Bybel Rutledge LLP is serving as legal counsel
and Commonwealth Advisors, Inc. is serving as financial advisor to
Fidelity D & D Bancorp, Inc. Mette, Evans & Woodside is
serving as legal counsel and Olsen Palmer LLC is serving as
financial advisor to MNB Corporation
About Fidelity D & D Bancorp,
Inc.
Fidelity D & D Bancorp, Inc. has built a
strong history as trusted financial advisors to the clients served
by The Fidelity Deposit and Discount Bank, founded in 1902, and is
proud to be an active member of the community of Northeastern
Pennsylvania. Fidelity Bank has been recognized nationally for its
sound financial performance, and superior customer experience. It
has been identified as one of the Top 200 Community Banks in the
country by American Bankers Association for four years in a row,
and Forbes ranked it one of the Best In-State Banks for the past
two years. The company has been the #1 mortgage lender in the
Lackawanna County market for over 8 years. Fidelity Bank is
passionate about success and committed to building strong
relationships through superior service.
Part of the Bank’s mission is to be a good
corporate partner within its market areas by providing over 1,600
hours of volunteer time to non-profit organizations yearly.
Fidelity serves multiple office locations throughout Lackawanna and
Luzerne Counties providing personal and business banking products
and services, including wealth management planning through
fiduciary activities with the Fidelity Bank’s full trust powers, as
well as offering a full array of asset management services.
Fidelity Bank operates a Wealth Management office in Schuylkill and
Lebanon Counties as well. The Bank provides 24 hour, 7 day a week
service to clients through branch offices, online at
www.bankatfidelity.com, and through the Customer Care Center at
800-388-4380. Fidelity Bank's deposits are insured by the Federal
Deposit Insurance Corporation up to the full extent permitted by
law.
About MNB Corporation
MNB Corporation is a one-bank holding company
organized under the laws of the Commonwealth of Pennsylvania and is
headquartered in Bangor, PA. Its wholly-owned subsidiary, founded
in 1890, Merchants Bank of Bangor, is an independent community bank
chartered under the laws of the Commonwealth of Pennsylvania.
Merchants Bank conducts full-service commercial banking services
through nine bank centers located in Northampton County, PA. For
more information regarding MNB Corporation and Merchants Bank,
please visit www.merchantsbangor.com.
Caution Regarding Forward-Looking
Statements
The information presented herein contains
forward-looking statements. These forward-looking statements
include, but are not limited to, statements about (i) the benefits
of the proposed merger between Fidelity and MNB, (ii) Fidelity’s
and MNB’s plans, obligations, expectations and intentions, and
(iii) other statements presented herein that are not historical
facts. Words such as “anticipates”, “believes”, “intends”,
“should”, “expects”, “will” and variations of similar expressions
are intended to identify forward-looking statements. These
statements are based on the beliefs of the respective managements
of Fidelity and MNB as to the expected outcome of future events and
are not guarantees of future performance. These statements involve
certain risks, uncertainties and assumptions that are difficult to
predict with regard to timing, extent, and degree of occurrence.
Results and outcomes may differ materially from what may be
expressed or forecasted in forward-looking statements. Factors that
could cause results and outcomes to differ materially include,
among others, the ability to obtain required regulatory and
shareholder approvals and meet other closing conditions to the
transaction; the ability to complete the merger as expected and
within the expected timeframe; disruptions to customer and employee
relationships and business operations caused by the merger; the
ability to implement integration plans associated with the
transaction, which integration may be more difficult,
time-consuming or costly than expected; the ability to achieve the
cost savings and synergies contemplated by the merger within the
expected timeframe, or at all; changes in local and national
economies, or market conditions; changes in interest rates;
regulations and accounting principles; changes in policies or
guidelines; loan demand and asset quality, including real estate
values and collateral values; deposit flow; the impact of
competition from traditional or new sources; and, the other factors
detailed in Fidelity’s publicly filed documents, including its
Annual Report on Form 10-K for the year ended December 31, 2018.
Fidelity and MNB assume no obligation to revise, update or clarify
forward-looking statements to reflect events or conditions after
the date hereof.
No Offer or Solicitation
The information presented herein does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information about the Merger
and Where to Find It
In connection with the proposed merger, Fidelity
will file with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 with respect to the offering of
Fidelity common stock as the merger consideration under the
Securities Act of 1933, as amended, which will include a proxy
statement of MNB and Fidelity and a prospectus of Fidelity. A
definitive joint proxy statement/prospectus will be sent to the
shareholders of MNB and Fidelity seeking the required shareholder
approvals. Before making any voting or investment decision,
investors and security holders are urged to read the registration
statement and proxy statement/prospectus and other relevant
documents when they become available because they will contain
important information about Fidelity, MNB, and the
merger.
Investors and security holders will be able to
obtain free copies of these documents through the website
maintained by the SEC at http://www.sec.gov. Investors and security
holders may also obtain free copies of these documents by directing
a request by telephone or mail to Fidelity D & D Bancorp, Inc.,
Blakely and Drinker Streets, Dunmore, PA 18512; 570-342-8281, or by
directing a request by telephone or mail to MNB Corporation, 25
Broadway, P.O. Box 227, Bangor, PA 18013; 610-588-0981.
Fidelity, MNB and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of MNB and Fidelity
in connection with the merger. Information about the directors and
executive officers of MNB and Fidelity and their ownership of MNB
and Fidelity common stock may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes
available. Additional information regarding the interests of these
participants and other persons who may be deemed participants in
the merger may be obtained by reading the joint proxy
statement/prospectus regarding the merger when it becomes
available.
Contacts: |
Daniel J. SantanielloPresident and CEOFidelity D & D Bancorp,
Inc.570-504-8035 |
Rocco A. Del VecchioPresident and CEOMNB
Corporation484-548-6080 |
Fidelity D and D Bancorp (NASDAQ:FDBC)
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