ODNB Financial Corp., the holding company of Old Dominion National Bank, and National Capital Bancorp, the holding company of The National Capital Bank of Washington, jointly announced they have entered into a definitive merger agreement pursuant to which NACB will merge into ODNB, with ODNB surviving as the bank holding company.
The combined holding company, which will be named National Capital Bancorp Inc., expects to list its common stock on Nasdaq or the New York Stock Exchange and trade under the ticker symbol "NACB". Old Dominion National Bank will merge with and into National Capital Bank, with National Capital Bank surviving as the wholly owned subsidiary bank.
In Pennsylvania, Centre 1st Bank will continue as a division of the combined bank. Richard B. (Randy) Anderson Jr., current Chairman and CEO of NACB, will serve as non-executive Chairman of the Boards of the combined holding company and combined bank. Mark Merrill, current Chairman and CEO of ODNB, will serve as CEO of the combined holding company and bank. He will also serve as the President of the combined bank. Jack Infield, current President of ODNB, will serve as President of the combined holding company. The combined company's board of directors will have 17 directors, consisting of 10 directors from ODNB and seven directors from NACB.
Merrill commented, "This strategic combination creates a strong and promising future for our organization, our customers, and our shareholders. NACB brings one of the strongest deposit bases in the Washington, D.C. region, which complements ODNB's best-in-class growth rate. I am also very pleased that Randy Anderson will serve as Chairman of the combined company and bank. Randy and I have known each other for more than a dozen years and have worked together in the past. We share the same philosophy and values, and we believe that bringing our teams together as one company will be a meaningful step forward for both organizations. I am excited to lead a talented management team focused on delivering exceptional customer service, increasing shareholder value and continuing our commitment to the communities we serve."
Anderson added, "ODNB and NACB are community-focused organizations with similar cultures and a shared commitment to customers. This merger brings together two strong teams dedicated to exceptional client service, lasting relationships, and helping individuals and businesses achieve their financial goals. The combined bank will remain committed to the relationships we have built over many decades of service to our communities. With greater scale, expanded resources, higher loan limits, and broader geographic reach, we will be better positioned to serve customers, support employees with additional career opportunities, deepen our presence in existing markets, and expand more effectively into the markets we seek to serve. We are honored to partner with Mark and his team."
Transaction Details
Under the terms of the definitive merger agreement, which was unanimously approved by the boards of directors of both companies, holders of NACB common stock will have the right to elect to receive: (a) 100% stock at an exchange ratio of 5.2390 shares of common stock of ODNB for each share of NACB, (b) 100% cash at $83.00 per share, or (c) a mixture of 90% stock and 10% cash. The cash portion of the merger consideration will not exceed 10% of the total merger consideration, will not exceed $1.0 million (12,048 shares) per NACB shareholder, and will be subject to certain proration procedures. Existing ODNB shareholders are expected to own approximately 65%-68% of the outstanding shares of the combined company and NACB shareholders are expected to own approximately 32%-35%, based upon the outcome of the election process.
At March 31, 2026, ODNB valued its common stock at $16.24 per share. Assuming that the election procedures result in the merger consideration being 90% stock and 10% cash, the transaction is expected to be over 50% accretive to earnings per share ("EPS") in 2027. The combined company is expected to have total assets of approximately $2.4 billion on a pro forma basis at closing.
Timing and Approvals
The merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approvals from ODNB and NACB shareholders. ODNB and NACB directors have entered into agreements pursuant to which they have committed to vote their shares of ODNB and NACB common stock, respectively, in favor of the merger.