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Important Announcement

Fidelity D & D Bancorp, INC. to acquire MNB Corporation

Dunmore, PA, December 10, 2019 – 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

We understand the questions you may have during this time. Continue to find answers and more information!

Learn More about the merger on our FAQ page

We understand the questions you may have during this time. Continue to find answers and more information!

Learn More about the merger on our FAQ page

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