12/12/2024 | Press release | Distributed by Public on 12/12/2024 10:16
ITEM 8.01 | Other Events. |
As previously announced, on July 23, 2024, ACNB Corporation ("ACNB") and, its wholly-owned subsidiaries, ACNB Bank and ACNB South Acquisition Subsidiary, LLC ("Acquisition Subsidiary") and Traditions Bancorp, Inc. ("Traditions") and Traditions Bank entered into an Agreement and Plan of Reorganization (the "Agreement") which provides that, subject to the terms and conditions set forth in the Agreement, Traditions will merge with and into Acquisition Subsidiary with Acquisition Subsidiary surviving the merger. In addition, as soon as practicable after the merger of Traditions with and into Acquisition Subsidiary, Traditions Bank will merge with and into ACNB Bank.
The transaction is described in the joint proxy statement/prospectus, which forms a part of a registration statement on Form S-4 that was filed by ACNB with the Securities and Exchange Commission (the "SEC") on September 30, 2024, and amended on October 23, 2024 (the "joint proxy statement/prospectus") with respect to special meetings of ACNB and Traditions shareholders scheduled to be held on December 18, 2024, respectively. On or about November 1, 2024, ACNB and Traditions mailed the joint proxy statement/prospectus to their respective shareholders. In connection with the transaction, from October 9, 2024 to December 11, 2024, ACNB received five demand letters and Traditions received two demand letters from purported ACNB and Traditions shareholders (collectively, the "Demand Letters"), alleging that the joint proxy statement/prospectus fails to disclose material information regarding the transaction in violation of federal securities laws and seeking additional disclosures in an amendment or supplement to the joint proxy statement/prospectus. It is possible that additional demand letters may be received arising from the transaction between December 11, 2024 and the consummation of the transaction. Absent new or significantly different allegations, ACNB and Traditions will not necessarily disclose such additional demand letters. ACNB and Traditions believe that the demands for supplemental corrective and/or additional disclosure in the Demand Letters are entirely without merit and that no further disclosure is required by applicable rule, statute, regulation or law beyond that already contained in the joint proxy statement/prospectus. However, in order to avoid nuisance, cost, and distraction, and to avoid the risk that the Demand Letters and the demands therein may delay or otherwise adversely affect the consummation of the transaction and to minimize the expense of defending any potential lawsuit that may arise as a result of the Demand Letters, ACNB and Traditions have determined that they will voluntarily make certain additional disclosures (the "Supplemental Disclosures") to supplement the disclosures contained in the joint proxy statement/prospectus.
ACNB, the ACNB board of directors, Traditions, and the Traditions board of directors deny any liability or wrongdoing in connection with the joint proxy statement/prospectus, and none of the Supplemental Disclosures nor any other disclosure in this Current Report on Form 8-K should be construed as an admission of the legal necessity or materiality under applicable laws of any Supplemental Disclosures. This decision to make the Supplemental Disclosures will not affect the merger consideration to be paid in connection with the transaction or the timing of the special meetings of ACNB's shareholders and Traditions' shareholders. The Supplemental Disclosures are included below and should be read in conjunction with the joint proxy statement/prospectus.