QUAKERTOWN, PA — QNB Corp. (OTCQX: QNBC) and The Victory Bancorp, Inc. (OTCQX: VTYB) announced a definitive agreement under which QNB will acquire Victory in an all-stock transaction valued at approximately $40.97 million. Based on QNB’s September 22, 2025, closing price of $35.60, Victory shareholders will receive 0.5500 shares of QNB stock for each share they own, implying a per-share value of $19.58.
The combined bank holding company will have nearly $2.4 billion in assets, a market capitalization of roughly $173 million, and the top-ranked deposit market share in Montgomery County among banks under $5 billion in assets. The headquarters will remain in Quakertown, and the combined bank will operate under the QNB Bank brand.
The deal is expected to deliver about 16% EPS accretion to QNB in 2026 and 19% in 2027, with a tangible book value earn-back period of 3.3 years. Victory shareholders are projected to see more than double their current dividend through QNB’s $1.56 annual payout adjusted for the exchange ratio.
QNB’s board will expand to 12 members, including two from Victory. Joe Major, Victory’s CEO, will serve as vice chair of the combined company, while QNB’s Dave Freeman will remain president and CEO.
“This merger marks an important step forward in further building out a leading Pennsylvania franchise,” Freeman said. Major added that the partnership creates “one of the most dynamic and growth-oriented community bank franchises in all of Pennsylvania.”
The deal is expected to close in late 2025 or early 2026, pending regulatory and shareholder approvals. Performance Trust Capital Partners advised QNB, while The Kafafian Group represented Victory.
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