QNB Corp. and The Victory Bancorp, Inc. Announce Growth-Focused Strategic Combination

Core Viewpoint - QNB Corp. has announced a definitive agreement to acquire The Victory Bancorp, Inc. in an all-stock transaction valued at approximately $40.97 million, enhancing its market position and financial metrics [1][3][4] Transaction Details - The acquisition will involve Victory shareholders receiving 0.5500 shares of QNB common stock for each share of Victory common stock, resulting in an implied price of approximately $19.58 per share for Victory shareholders [1] - The pro-forma ownership post-merger will be approximately 76.4% for QNB and 23.6% for Victory [1] Financial Benefits - The merger is projected to deliver approximately 16% EPS accretion to QNB's 2026 estimated EPS and approximately 19% EPS accretion to QNB's 2027 estimated EPS, including all merger synergies [3] - Victory's projected 2026 EPS is expected to see over 35% accretion from the transaction [4] - QNB's projected annual cash dividend of $1.56, adjusted for the exchange ratio, will provide Victory shareholders with more than double their current annual cash dividend [4] Governance and Leadership - QNB's board will expand to 12 directors, including 10 existing directors from QNB and 2 newly appointed directors from Victory [5] - Joe Major from Victory will serve as Vice Chair of the combined holding company, while Dave Freeman will continue as President & CEO [5] Strategic Positioning - The merger will create a bank holding company with nearly $2.4 billion in assets and a combined market capitalization of approximately $173 million [7] - The combined entity will hold the 1 ranked deposit market share in Montgomery County, Pennsylvania, among banks with less than $5 billion in total assets [7] Operational Metrics - The combined company is expected to achieve a Return on Average Assets of approximately 0.80% and a Return on Average Tangible Common Equity of approximately 13% [8] Timing and Approvals - The transaction is expected to close in Q4 2025 or Q1 2026, pending regulatory approvals and shareholder votes from both companies [11]