DUNMORE, Pa., Feb. 26, 2021 (GLOBE NEWSWIRE) -- Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC), the parent bank holding company of The Fidelity Deposit and Discount Bank, a Pennsylvania state-chartered, FDIC insured bank and trust company headquartered in Dunmore, PA, announced today the execution of a definitive agreement whereby Landmark Bancorp, Inc. (OTCPink: LDKB) will be merged with and into a Fidelity acquisition subsidiary and, as soon as possible thereafter, Landmark Community Bank, Landmark’s wholly-owned subsidiary bank, will merge with and into Fidelity Bank. One director from Landmark will join the boards of Fidelity and Fidelity Bank, respectively.
Daniel J. Santaniello, Fidelity President and Chief Executive Officer, stated, “We are excited to welcome Landmark’s clients, shareholders, and bankers to the Fidelity family. Since its founding, Landmark has demonstrated methodical growth and developed a solid reputation in the community. The addition of Landmark provides continued momentum in the execution on our strategic plan and reinforces our position of strength in the local market. We believe that Landmark clients will benefit from the Fidelity Bank relationship banking model focusing on providing trusted financial advice that will enhance the product and service offerings to our combined customers.”
Based on the financial results as of December 31, 2020, the combined company would have pro forma total assets of approximately $2.05 billion, total deposits of approximately $1.8 billion, and loans of approximately $1.4 billion.
Once the merger is complete, Fidelity will have 25 retail community banking offices in Northeast and Eastern Pennsylvania, offering 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.
Landmark shareholders will receive 0.272 shares of Fidelity common stock and $3.26 in cash for each share of Landmark common stock that they own as of the closing date.
Based on Fidelity’s 10-day average closing price at February 25, 2021 of $55.00, the transaction is valued at $43.4 million or $18.22 per share. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes.
As of December 31, 2020, Landmark had total assets of $354 million, total deposits of $287 million and total loans of $280 million. Speaking on behalf of Landmark, Santo A. Insalaco, Chairman of the Board, said, “Partnering with Fidelity reflects our long-term commitment to the local community and our customers. We believe our customers will benefit from the trusted, well-respected and experienced community bankers at Fidelity, and we look forward to working together.”
The transaction has been unanimously approved by the boards of directors of both companies. It is subject to Landmark shareholder approval, regulatory approvals and other customary closing conditions. Currently, the transaction is expected to close early in the third quarter of 2021.
Bybel Rutledge LLP is serving as legal counsel, Commonwealth Advisors, Inc. is serving as financial advisor and Janney Montgomery Scott LLC provided a fairness opinion to Fidelity D & D Bancorp, Inc. Pillar Aught LLC is serving as legal counsel and PNC FIG Advisory, part of PNC Capital Markets, LLC is serving as financial advisor to Landmark Bancorp, Inc.
About Fidelity D & D Bancorp, Inc.
Fidelity D & D Bancorp, Inc. and its wholly owned subsidiary, The Fidelity Deposit and Discount Bank have built a strong history as trusted financial advisors to the clients served by Fidelity Bank, which has built a strong history as a locally owned and operated community bank. Serving the individuals, families, and businesses for over 118 years within Lackawanna and Luzerne Counties and the Lehigh Valley, there are 20 branch offices along with Fidelity Bank Wealth Management offices in Schuylkill County. A full-service, 24-hour, 7 day a week Customer Care Center serves as a virtual branch, accepting and assisting those clients who prefer to open accounts and transact business via telephone, chat or online. Additionally, Fidelity Bank offers full-service Trust & Investment Departments, a Mortgage Center, and an array of personal and business banking products and services.
Fidelity Bank has been recognized nationally for its sound financial performance, and superior customer experience. It has been identified as one of the Top 200 Community Banks in the country by American Banker for six years in a row, and Forbes ranked it one of the Best In-State Banks for the past two years. The company has been the #1 mortgage lender in the Lackawanna County market for over 8 years. Fidelity Bank is passionate about success and committed to building strong relationships through superior service. Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.
About Landmark Bancorp, Inc.
Landmark Bancorp, Inc. is a one-bank holding company organized under the laws of the Commonwealth of Pennsylvania and is headquartered in Pittston, PA. Its wholly-owned subsidiary, Landmark Community Bank, is an independent community bank chartered under the laws of the Commonwealth of Pennsylvania. Landmark Community Bank conducts full-service commercial banking services through five bank centers located in Luzerne and Lackawanna Counties, PA.