DUNMORE, PA, May 1, 2020 - 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 community bank and trust company headquartered in Dunmore, PA, announced the completion of the acquisition of MNB Corporation (OTCPink: MNBC) (“MNB”) and its wholly-owned subsidiary, Merchants Bank of Bangor effective May 1, 2020.
Under the terms of the Reorganization Agreement, MNB stockholders received 1.039 shares of Fidelity common stock for each share of MNB common stock that they owned as of the effective date. As a result, Fidelity issued approximately 1,177,055 shares of its common stock and cash in exchange for fractional shares based upon $43.767 determined market share price of Fidelity common stock in accordance with the Reorganization Agreement.
In addition, pursuant to the Reorganization Agreement, HelenBeth Garofalo Vilcek and Richard M. Hotchkiss were appointed as a Class A and C Directors, respectively, to Fidelity’s Board of Directors and as Directors to Fidelity Bank’s Board of Directors. With the combination of the two organizations, Fidelity, on a consolidated basis, has approximately $ 1.6 billion in assets, $ 1.4 billion in deposits, and $ 1.1 billion in loans.
“Fidelity is excited to welcome the bankers, clients, and shareholders, of MNB Corporation and Merchants Bank of Bangor as the Company expands its presence into the Lehigh Valley market,” stated Daniel J. Santaniello, Fidelity President & Chief Executive Officer. “The Lehigh Valley is a growing, vibrant market for community banking, which is at the core of Fidelity’s success for over 118 years. The acquisition of Merchants Bank positions Fidelity for strong and profitable growth.”
Bybel Rutledge LLP served as legal counsel and Commonwealth Advisors, Inc. served as financial advisor to Fidelity D & D Bancorp, Inc. Mette, Evans & Woodside served as legal counsel and Olsen Palmer LLC served as financial advisor to MNB Corporation.