Chairman D. Arthur Seibel Jr. and Director Todd Herring of New Windsor Bancorp Inc. and unit New Windsor State Bank will join the boards of ACNB Corp. and unit ACNB Bank post-deal, according to a regulatory filing recently obtained by S&P Global Market Intelligence.
ACNB Corp. announced its proposed acquisition of New Windsor Bancorp in November 2016.
To accommodate the two New Windsor directors, ACNB Corp. and ACNB Bank should increase their total number of directors from 13 and 14 to 16, respectively. The two New Windsor directors should meet, among others, the requirements of ACNB Corp.'s and ACNB Bank's articles of incorporation and bylaws and any Nasdaq listing and independence requirements.
SNL records shows that Seibel owns Seibel Consulting LLC, while Herring serves as market director for Pivot Physical Therapy.
The filing also stated that New Windsor Bancorp is required to pay ACNB Corp. a termination fee of $1.3 million under their merger agreement if it is terminated under certain circumstances. Also, under certain circumstances, the nonterminating party may owe the terminating party actual out-of-pocket costs and expenses not to exceed $400,000.