Fidelity D & D Bancorp, Inc. (NasdaqGM:FDBC) entered into a definitive agreement to acquire Landmark Bancorp, Inc. (OTCPK:LDKB) for $43.9 million on February 25, 2021. 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. Upon termination of the agreement under certain circumstances, Landmark will be obligated to pay Fidelity a termination fee of $1.75 million. As a result of the transaction, Landmark Community Bank, Landmark Bancorp's wholly-owned subsidiary bank, will merge with and into The Fidelity Deposit and Discount Bank, wholly-owned subsidiary of Fidelity D & D Bancorp. Upon close of the transaction, Fidelity shareholders will own approximately 88.5% of the issued and outstanding common shares of the combined company and that former Landmark shareholders will own approximately 11.5% of the issued and outstanding common shares of the combined company. Upon close of the transaction, one director from Landmark will join the boards of Fidelity and Fidelity Bank, respectively. The transaction is subject to Landmark shareholder approval, regulatory approvals, merger must qualify under specific tax code, registration statement effectiveness, listing/approval of new shares on stock exchange, third party approvals, execution of dissidents rights, antitrust approvals and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both companies. As of June 17, 2021, he shareholders of Landmark Bancorp, Inc. have approved the acquisition. In addition, Fidelity announced the receipt of all required regulatory approvals or waivers for Fidelity's proposed acquisition of Landmark. The Federal Deposit Insurance Corporation has approved the Bank Merger Act application to merge Landmark Community Bank with and into The Fidelity Deposit and Discount Bank. The Pennsylvania Department of Banking and Securities has approved the merger and The Federal Reserve Bank of Philadelphia has granted Fidelity a waiver in regard to its merger application requirements. The transaction is expected to close early in the third quarter of 2021. As of June 17, 2021, the transaction is expected to close on July 1, 2021. The transaction will be strongly accretive to earning per share.

Erik Gerhard of Bybel Rutledge LLP is serving as legal counsel, Commonwealth Advisors, Inc. is serving as a financial advisor and Janney Montgomery Scott LLC is providing a fairness opinion and serving as a financial advisor to Fidelity. Kenneth J. Rollins of Pillar Aught LLC is serving as legal counsel and PNC FIG Advisory, part of PNC Capital Markets, LLC is serving as financial advisor and fairness opinion provider to Landmark. Landmark will pay PNC FIG Advisory a fee for its services approximately $400,000, a portion of which fee became payable upon presentation of PNC FIG Advisory's opinion and execution of the reorganization agreement and a significant portion of PNC FIG Advisory's fee, approximately $340,000, is contingent upon the closing of the merger.