Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the
parent bank holding company of The Fidelity Deposit and Discount
Bank (“Fidelity Bank”), a Pennsylvania state-chartered, FDIC
insured bank and trust company headquartered in Dunmore, PA,
announced today the execution of a definitive agreement whereby
Landmark Bancorp, Inc. (OTCPink: LDKB) (“Landmark”) will be merged
with and into a Fidelity acquisition subsidiary and, as soon as
possible thereafter, Landmark Community Bank, Landmark’s
wholly-owned subsidiary bank, will merge with and into Fidelity
Bank. One director from Landmark will join the boards of Fidelity
and Fidelity Bank, respectively.
Daniel J. Santaniello, Fidelity President and
Chief Executive Officer, stated, “We are excited to welcome
Landmark’s clients, shareholders, and bankers to the Fidelity
family. Since its founding, Landmark has demonstrated methodical
growth and developed a solid reputation in the community. The
addition of Landmark provides continued momentum in the execution
on our strategic plan and reinforces our position of strength in
the local market. We believe that Landmark clients will benefit
from the Fidelity Bank relationship banking model focusing on
providing trusted financial advice that will enhance the product
and service offerings to our combined customers.”
Based on the financial results as of December
31, 2020, the combined company would have pro forma total assets of
approximately $2.05 billion, total deposits of approximately $1.8
billion, and loans of approximately $1.4 billion.
Once the merger is complete, Fidelity will have
25 retail community banking offices in Northeast and Eastern
Pennsylvania, offering 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.
Landmark shareholders will receive 0.272 shares
of Fidelity common stock and $3.26 in cash for each share of
Landmark common stock that they own as of the closing date.
Based on Fidelity’s 10-day average closing price
at February 25, 2021 of $55.00, the transaction is valued at $43.4
million or $18.22 per share. The transaction is intended to qualify
as a tax-free reorganization for federal income tax purposes.
As of December 31, 2020, Landmark had total
assets of $354 million, total deposits of $287 million and total
loans of $280 million. Speaking on behalf of Landmark, Santo A.
Insalaco, Chairman of the Board, said, “Partnering with Fidelity
reflects our long-term commitment to the local community and our
customers. We believe our customers will benefit from the trusted,
well-respected and experienced community bankers at Fidelity, and
we look forward to working together.”
The transaction has been unanimously approved by
the boards of directors of both companies. It is subject to
Landmark shareholder approval, regulatory approvals and other
customary closing conditions. Currently, the transaction is
expected to close early in the third quarter of 2021.
Bybel Rutledge LLP is serving as legal counsel,
Commonwealth Advisors, Inc. is serving as financial advisor and
Janney Montgomery Scott LLC provided a fairness opinion to Fidelity
D & D Bancorp, Inc. Pillar Aught LLC is serving as legal
counsel and PNC FIG Advisory, part of PNC Capital Markets, LLC is
serving as financial advisor to Landmark Bancorp, Inc.
About Fidelity D & D Bancorp, Inc.
Fidelity D & D Bancorp, Inc. and its wholly owned
subsidiary, The Fidelity Deposit and Discount Bank have built a
strong history as trusted financial advisors to the clients served
by Fidelity Bank, which has built a strong history as a locally
owned and operated community bank. Serving the individuals,
families, and businesses for over 118 years within Lackawanna and
Luzerne Counties and the Lehigh Valley, there are 20 branch offices
along with Fidelity Bank Wealth Management offices in Schuylkill
County. A full-service, 24-hour, 7 day a week Customer Care Center
serves as a virtual branch, accepting and assisting those clients
who prefer to open accounts and transact business via telephone,
chat or online. Additionally, Fidelity Bank offers full-service
Trust & Investment Departments, a Mortgage Center, and an array
of personal and business banking products and services.
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 Banker for six 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. Fidelity Bank's deposits are insured by the
Federal Deposit Insurance Corporation up to the full extent
permitted by law.
About Landmark Bancorp, Inc.
Landmark Bancorp, Inc. is a one-bank holding company organized
under the laws of the Commonwealth of Pennsylvania and is
headquartered in Pittston, PA. Its wholly-owned subsidiary,
Landmark Community Bank, is an independent community bank chartered
under the laws of the Commonwealth of Pennsylvania. Landmark
Community Bank conducts full-service commercial banking services
through five bank centers located in Luzerne and Lackawanna
Counties, PA.
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 Landmark, (ii) Fidelity’s and
Landmark’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 Landmark 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, 2019 and
subsequent filings with the SEC. Fidelity and Landmark 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
Landmark and a prospectus of Fidelity. A definitive proxy
statement/prospectus will be sent to the shareholders of Landmark
seeking the required shareholder approval. 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, Landmark, 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 Landmark Bancorp, Inc., 2 South
Main Street, Pittston, PA 18640; 570-602-4522.
Landmark and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
shareholders of Landmark in connection with the merger. Information
about the directors and executive officers of Landmark and their
ownership of Landmark 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 proxy
statement/prospectus regarding the merger when it becomes
available.
Contact: |
Daniel J. Santaniello |
Santo A. Insalaco |
|
President and CEO |
Chairman of the Board |
|
Fidelity D & D Bancorp,
Inc. |
Landmark Bancorp, Inc. |
|
570-504-8035 |
570-602-4522 |
Fidelity D and D Bancorp (NASDAQ:FDBC)
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Fidelity D and D Bancorp (NASDAQ:FDBC)
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