Fidelity D & D Bancorp, the parent bank holding company of The Fidelity Deposit and Discount Bank (Fidelity Bank), a Pennsylvania state-chartered, FDIC-insured bank and trust company headquartered in Dunmore, PA, executed a definitive agreement whereby Landmark Bancorp 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.

“We are excited to welcome Landmark’s clients, shareholders and bankers to the Fidelity family,” Daniel J. Santaniello, president and CEO of Fidelity, said. “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 financial results as of Dec. 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.

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 Feb. 25, 2021, of $55, 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 Dec. 31, 2020, Landmark had total assets of $354 million, total deposits of $287 million and total loans of $280 million.

“Partnering with Fidelity reflects our long-term commitment to the local community and our customers,” Santo A. Insalaco, chairman of the board for Landmark, said. “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 was 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 Q3/21.

Bybel Rutledge is serving as legal counsel, Commonwealth Advisors is serving as financial advisor and Janney Montgomery Scott provided a fairness opinion to Fidelity. Pillar Aught is serving as legal counsel and PNC FIG Advisory, part of PNC Capital Markets, is serving as financial advisor to Landmark.