8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

______________

Date of Report (Date of earliest event reported): December 20, 2019

ACNB Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania	1-35015	23-2233457
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16 Lincoln Square, Gettysburg, PA	17325
(Address of principal executive offices)	(Zip Code)

	717.334.3161
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class	Trading Symbol(s)	Name Of Each Exchange On Which Registered
Common Stock, $2.50 par value per share	ACNB	The NASDAQ Stock Market, LLC

CURRENT REPORT ON FORM 8-K

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On December 20, 2019, ACNB Corporation (“ACNB”) held a Special Meeting of Shareholders (the “Special Meeting”). A total of 7,074,539 shares of ACNB’s common stock were entitled to vote as of October 10, 2019, the record date for the Special Meeting. There were 4,198,253 shares present in person or by proxy at the Special Meeting, at which the shareholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by the shareholders at the Special Meeting, and the final voting results of each such proposal.

Proposal No. 1 – Approval of Issuance of Shares of ACNB Common Stock

The shareholders voted to approve the issuance of shares of ACNB common stock in connection with the merger of Frederick County Bancorp, Inc. with and into ACNB South Acquisition Subsidiary, LLC, a wholly-owned subsidiary of ACNB, as contemplated by the Agreement and Plan of Reorganization, dated as of July 1, 2019, by and among ACNB, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Frederick County Bancorp, Inc. and Frederick County Bank. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,080,004	68,156	50,093	-0-

Proposal No. 2 – Adjournment or Postponement of Special Meeting

The shareholders voted to approve the proposal to adjourn or postpone the Special Meeting of Shareholders, if more time is needed, to allow ACNB to solicit additional votes in favor of issuance of shares of ACNB common stock in connection with the merger. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
3,855,770	276,343	66,140	-0-

ITEM 8.01 Other Events

On December 20, 2019, James P. Helt, President & Chief Executive Officer of the Registrant, made a presentation at the Special Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 23, 2019, the Registrant issued a press release announcing the results of the Special Meeting of Shareholders. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Special Meeting Presentation Slides dated December 20, 2019.
99.2	Special Meeting Press Release dated December 23, 2019.

EXHIBIT INDEX

EXHIBIT NO.
99.1	Special Meeting Presentation Slides dated December 20, 2019.
99.2	Special Meeting Press Release dated December 23, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACNB CORPORATION
	(Registrant)
Dated: December 23, 2019	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President/ Secretary & Chief Governance Officer

EX-99.1

Exhibit 99.1

ACNB Corporation 16 Lincoln Square, P.O. Box 3129 Gettysburg, PA 17325 717.334.3161 / 888.334.2262 www.acnb.com December 20, 2019 ACNB Listed: Nasdaq

James P. Helt President/CEO

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 involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward - looking statements. ACNB Corporation assumes no duty to update the forward - looking statements made in this presentation. You are encouraged to review the risk factors and other cautionary statements regarding forward - looking information described in other documents ACNB Corporation files from time to time with the Securities and Exchange Commission including the Annual Reports on Form 10 - K, Quarterly Reports on Form 10 - Q, and any Current Reports on Form 8 - K.

Transaction Summary ACNB Corporation (“ACNB”) July 1 st , 2019 agreed to acquire Frederick County Bancorp, Inc. and its wholly - owned subsidiary Frederick County Bank (Collectively “Frederick” or “FCBI”) for approximately $54 million. As part of transition, FCBI will operate for up to two years as FCB Bank and ACNB will establish a regional advisory board for Frederick County. Adjacent market expansion acquisition with a robust deposit base and plentiful lending opportunities in a growing and vibrant market. Significant available cost savings and synergies. Immediate meaningful earnings accretion with an earnback period of less than 5 years with a favorable IRR. Complementary culture of responsible credit practices. Enhancement of Maryland market footprint adding five community banking offices.

Overview of Frederick County Bancorp, Inc. Branch Map Company Overview $ in millions for financial data as of or through September 30, 2019 Headquarters: Frederick, MD Established: 2001 Branches: 5 Total Deposits: $381.2 Tang. Common Equity: $37.8 TCE / TA: 8.36% LTM Net Income: $2.3 LTM ROAA: 0.52% LTM ROATCE: 6.18% LTM Efficiency Ratio: 77.42% Branch Location Deposits 1) Frederick $162,958 2) Frederick $ 68,729 3) Frederick $ 64,549 4) Walkersville $ 56,353 5) Frederick $ 32,866 Total $385,455 Note: Deposit data as of 6/30/2019

Key Transaction Terms Fixed Exchange Ratio: • 0.9900x Price Per Share*: • $34.36 Transaction Value*: • $54 million Consideration Type: • 100% Stock Price / Tang. Book Value: • 142.3% Price / LTM: • 23.9x Core Deposit Premium: • 5.4% Board Representation: • One of FCBI’s Directors will join ACNB’s Board of Directors. Required Approval: • Customary regulatory approval and approval of ACNB’s and FCBI’s shareholders. Projected Closing: • Q1 of 2020 Projected Closing: • Double trigger price protection of 20% absolute and 15% relative to the KBW NASDAQ Bank Index. Consideration & Structure Closing / Other Pricing Multiples** * Based on ACNB 12/9/2019 closing price of $34.71 ** Multiples are based on FCBI’s latest 12 - month financial performance ended September 30, 2019

Pro Forma Financial Impact Cost Savings: • 37% (75% realization in 2020) Transaction Expenses: • $7.9 million Gross Credit Mark: • $8.8 million, 2.4% of gross loans Assumed Tax Rate: • 23% Fiscal 2021 EPS Accretion: • 7.8% TBV Per Share Impact at Close: • 5.4% dilutive TBV Earnback (Crossover Method): • ~4.6 years Pro Forma TCE / TA at Close: • 8.7% IRR: • 23.2% Key Financial Assumptions Key Financial Metrics

Pro Forma Loan & Deposit Composition Loan Mix Deposit Mix Regulatory data as of 9/30/2019 * Excludes purchase accounting adjustments

Pro Forma Franchise Overview Pro Forma Branch Map Pro Forma Summary Headquarters: Gettysburg, PA Total Intangibles: $47.7 million Total Assets: $2.2 billion Tang. Common Equity: $187.1 million Gross Loans: $1.7 billion TCE / TA: 8.67% Total Deposits: $1.8 billion Tier 1 Capital Ratio: 12.3% Note: Reflects estimated closing balance sheet at 12/31/2019 including estimated transaction adjustments and including mark - to - market adjustments.

Pro Forma Deposit Market Share Deposit Market Share – State of Maryland Deposit Market Share – Frederick County Frederick County Demographics 2020 Population 260,528 Median HHI $97,619 Change (2020 - 2025) 4.82% Change (2020 - 2025) 9.01% Source: S&P Global Market Intelligence as of June 30, 2019 2019 Rank Institution Branches Deposits in Market ($000) Market Share (%) 1 Bank of America Corp. 145 34,221,964 22.87 2 M&T Bank Corp. 167 18,183,380 12.15 3 PNC Financial Services Group Inc. 192 14,042,609 9.38 4 Capital One Financial Corp. 58 11,533,669 7.71 5 Wells Fargo & Co. 90 10,629,503 7.10 6 SunTrust Banks Inc. 98 10,335,136 6.91 7 BB&T Corp. 139 9,942,042 6.64 8 Sandy Spring Bancorp Inc. 38 5,033,928 3.36 9 Eagle Bancorp Inc. 6 3,407,662 2.28 10 WesBanco Inc. 37 2,386,304 1.59 11 Revere Bank 11 2,127,831 1.42 12 Citigroup Inc. 10 2,015,000 1.35 13 Fulton Financial Corp. 32 1,925,155 1.29 14 F.N.B. Corp. 27 1,761,182 1.18 15 Howard Bancorp Inc. 17 1,722,398 1.15 16 Toronto-Dominion Bank 22 1,599,763 1.07 17 Community Financial Corp. 11 1,451,742 0.97 18 Shore Bancshares Inc. 16 1,143,267 0.76 19 United Bankshares Inc. 8 1,072,342 0.72 20 Capital Bancorp Inc. 4 808,966 0.54 21 Capital Funding Bancorp Inc. 3 808,723 0.54 22 First United Corp. 16 805,748 0.54 23 Congressional Bancshares Inc. 4 773,569 0.52 24 Rosedale Federal Savings and Loan Association 10 717,663 0.48 25 Severn Bancorp Inc. 6 688,773 0.46 Pro Forma 12 679,300 0.45 26 HSB Bancorp Inc. 13 502,282 0.34 27 Orrstown Financial Services Inc. 8 424,446 0.28 28 Communty Heritage Financial Inc. 7 423,945 0.28 29 Queenstown Bancorp of Maryland Inc. 8 402,658 0.27 30 Calvin B. Taylor Bankshares Inc. 9 398,777 0.27 31 Frederick County Bancorp Inc. 5 385,455 0.26 32 HSBC Holdings, PLC 3 384,284 0.26 33 Delmar Bancorp 10 380,146 0.25 34 Farmers and Merchants Bancshares Inc. 8 373,643 0.25 35 Arundel Federal Savings Bank 7 364,420 0.24 36 PSB Holding Corp. 9 350,419 0.23 37 Presidential Holdings Inc. 3 349,634 0.23 38 Glen Burnie Bancorp 8 320,191 0.21 39 Delmarva Bancshares Inc. 6 309,922 0.21 40 Harford Bank 8 301,602 0.20 41 Southern National Bancorp of Virginia Inc. 7 294,436 0.20 42 ACNB Corp. 7 293,845 0.20 2019 Rank Institution Branches Deposits in Market ($000) Market Share (%) 1 PNC Financial Services Group Inc. 15 1,302,885 25.81 2 BB&T Corp. 12 1,012,422 20.06 3 Bank of America Corp. 5 554,221 10.98 Pro Forma 5 385,455 7.64 4 Frederick County Bancorp Inc. 5 385,455 7.64 5 M&T Bank Corp. 6 321,484 6.37 6 Capital One Financial Corp. 2 309,171 6.12 7 Woodsboro Bank 7 234,591 4.65 8 Community Heritage Financial Inc. 4 220,455 4.37 9 Sandy Spring Bancorp Inc. 4 210,466 4.17 10 First United Corp. 4 176,174 3.49 11 Revere Bank 1 146,505 2.90 12 Wells Fargo & Co. 1 86,164 1.71 13 Fulton Financial Corp. 2 50,736 1.01 14 WesBanco Inc. 2 35,513 0.70 15 Woodforest Financial Group Inc. 1 1,702 0.03

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 banking market. Enhances ACNB’s Maryland presence, increasing ACNB’s deposit market share position to 4 th in the county and 26 th in the state. Creates combined company of increased size and scale to address the needs of the current banking landscape and to take advantage of growth market opportunities with greater resource strength. Accelerates ACNB’s growth by building a larger base of low - cost core deposits and expanding the Bank’s business relationships. Continues execution of ACNB’s strategic plan for inorganic growth coupled with future organic growth potential. Provides opportunity to further ACNB’s franchise value focused on the commitment to community banking. Balances positive financial and strategic gains for ACNB.

ACNB Corporation Locations Map Post Acquisition

EX-99.2

Exhibit 99.2

  Press Release

FOR IMMEDIATE RELEASE 

Contact: Lynda L. Glass

EVP/Secretary &

Chief Governance Officer

717.339.5085

lglass@acnb.com

ACNB CORPORATION HOLDS

SPECIAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, December 23, 2019 --- A Special Meeting of Shareholders of ACNB Corporation (NASDAQ: ACNB) (“ACNB”) was held on Friday, December 20, 2019, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA. ACNB is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD.

The purpose of the Special Meeting of Shareholders was to consider and vote upon a proposal to approve the issuance of shares of ACNB common stock in connection with the proposed acquisition of Frederick County Bancorp, Inc. (OTCPink: FCBI) (“FCBI”), headquartered in Frederick, MD, through the merger of FCBI with and into a subsidiary of ACNB pursuant to the Agreement and Plan of Reorganization dated as of July 1, 2019. ACNB shareholders voted in favor of the proposal to issue shares of ACNB common stock in connection with the merger.

“The Board of Directors believes that the proposed acquisition of Frederick County Bancorp, Inc. and its wholly-owned subsidiary, Frederick County Bank, is in the best interests of ACNB Corporation and its shareholders,” stated ACNB Corporation President & Chief Executive Officer James P. Helt.

“In acquiring Frederick County Bancorp, Inc., ACNB Corporation seeks to advance its strategic and financial growth plans through expansion of its community banking presence in the vibrant and growing market in Frederick, Maryland. We are grateful for our shareholders’ continued investment in ACNB

ACNB Corporation

Press Release/Special Meeting of Shareholders

December 23, 2019

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Corporation’s future as we pursue our vision to be the independent financial services provider of choice in the core markets served by building relationships and finding solutions,” Mr. Helt continued.

Also on December 20, 2019, FCBI held a special meeting of stockholders at which time the FCBI stockholders voted to approve and adopt the Agreement and Plan of Reorganization, dated as of July 1, 2019, by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Frederick County Bancorp, Inc. and Frederick County Bank which provides, among other things, for the merger of FCBI with and into ACNB South Acquisition Subsidiary, LLC, and the conversion of each share of FCBI common stock outstanding immediately prior to the merger into 0.9900 of a share of ACNB common stock. Subject to other customary closing conditions, the transaction is currently expected to have an effective date of January 11, 2020.

#         #        #

About ACNB Corporation

ACNB Corporation, headquartered in Gettysburg, PA, is the $1.7 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 22 community banking offices, located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as loan offices in Lancaster and York, PA, and Hunt Valley, MD. As a division of ACNB Bank, NWSB Bank serves its marketplace via a network of seven community banking offices located in Carroll County, MD. Russell Insurance Group, Inc., the Corporation’s insurance subsidiary, is a full-service agency with licenses in 44 states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Germantown and Jarrettsville, MD. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

About Frederick County Bancorp, Inc.

Frederick County Bancorp, Inc. is a one-bank holding company with assets of approximately $450 million organized under the laws of the State of Maryland and is headquartered in Frederick, MD. Its wholly-owned subsidiary, Frederick County Bank, is a community bank chartered under the laws of the State of Maryland. Frederick County Bank conducts full-service commercial banking services through five bank centers located in Frederick County, MD. For more information regarding Frederick County Bancorp, Inc. and its subsidiary, please visit fcbmd.com.

ACNB Corporation

Press Release/Special Meeting of Shareholders

December 23, 2019

Page 3 of 4

Caution Regarding Forward-Looking Statements

The information presented herein may contain forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between ACNB and FCBI, (ii) ACNB’s and FCBI’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 ACNB and FCBI 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 meet all 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 ACNB’s publicly-filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2018. ACNB and FCBI assume no obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date of this press release.

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, ACNB filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration No. 333-233791) with respect to the offering of ACNB common stock as the merger consideration under the Securities Act of 1933, as amended, which includes a proxy statement of FCBI and ACNB and a prospectus of ACNB. A definitive proxy statement/prospectus was sent to the stockholders and shareholders of FCBI and ACNB, respectively, seeking the required stockholder and shareholder approvals. Before making any voting or investment decision, investors and security holders were urged to read the registration statement and joint proxy statement/prospectus and other relevant documents filed with the SEC because they contain important information about ACNB, FCBI, and the transaction.

Investors and security holders may 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 mail or telephone to ACNB Corporation at 16 Lincoln Square,

ACNB Corporation

Press Release/Special Meeting of Shareholders

December 23, 2019

Page 4 of 4 

P.O. Box 3129, Gettysburg, PA 17325 or (717) 339-5085, or by directing a request by mail or telephone to Frederick County Bancorp, Inc. at 9 North Market Street, P.O. Box 1100, Frederick, MD 21702 or (301) 620-1400.

ACNB, FCBI, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders and shareholders of FCBI and ACNB, respectively, in connection with the merger. Information about the directors and executive officers of FCBI and ACNB and their ownership of FCBI and ACNB common stock may be obtained by reading the joint proxy statement/prospectus regarding the merger. 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.

ACNB #2019-30

December 23, 2019