On October 23, 2018, Hamilton Bancorp, Inc. (“Hamilton”), Towson, Maryland, the holding company for Hamilton Bank, and Orrstown Financial Services, Inc. (“Orrstown”), Shippensburg, Pennsylvania, the holding company for Orrstown Bank, announced a definitive merger agreement pursuant to which Hamilton will merge with and into Orrstown, with Orrstown as the resulting company. Hamilton stockholders will receive for each share of Hamilton common stock (1) $4.10 in cash, subject to adjustment as set forth in the Merger Agreement, and (2) 0.54 shares of Orrstown common stock. The total merger consideration is currently valued at approximately $58.5 million.

Luse Gorman served as legal counsel to Hamilton in the transaction. The Luse Gorman team consisted of Lawrence M.F. Spaccasi, Michael J. Brown, Megan McKinney and Zachary Davis (Corporate/M&A), and Jeffrey M. Cardone (Executive Compensation/M&A).

This is Luse Gorman’s 19th bank merger transaction announced in 2018.

Hamilton has approximately $525.3 million in total assets and operates seven retail branch offices across Greater Baltimore, serving the communities of Cockeysville, Pasadena, Rosedale, Towson, Ellicott City, and Baltimore in Maryland.

Orrstown has approximately $1.9 billion in total assets and has banking and financial advisory offices in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania, and Washington County, Maryland.