Olsen Palmer is pleased to announce that MNB Corporation (OTCPink: MNBC, “MNB”), parent company of Bangor, Pennsylvania-based Merchants Bank (“Merchants Bank”), has agreed to be acquired by Fidelity D&D Bancorp, Inc. (NASDAQ: FDBC, “Fidelity”), parent company of Dunmore, Pennsylvania-based Fidelity Deposit and Discount Bank (“Fidelity Bank”), in an all-stock transaction valued at approximately $78.7 million.
Olsen Palmer LLC served as exclusive financial advisor and issued a Fairness Opinion to MNB Corporation.
Under the terms of the agreement, MNB shareholders will receive 1.039 shares of Fidelity common stock for each share of MNB common stock owned as of the closing date. Based on the closing price of Fidelity’s stock on December 9, 2019, the transaction consideration represents a per share value of $69.45 and a total value of approximately $78.7 million, equivalent to a price-to-tangible book value multiple of 2.0x.
The transaction, which has been unanimously approved by the boards of directors of both companies but remains subject to MNB shareholder approval, Fidelity shareholder approval, customary regulatory approvals, and other closing conditions as more fully described in the agreement, is expected to close in the second quarter of 2020. At closing, two representatives from MNB will join the Boards of Fidelity and Fidelity Bank, respectively.
Olsen Palmer LLC is now ranked as a Top 4 bank M&A advisor across the entire U.S. according to S&P Global, based on the number of whole-bank sell-side M&A transactions advised upon in 2019. This is the 7th community bank M&A transaction announced or completed in Q4 2019 upon which Olsen Palmer served as advisor.