Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the
holding company for The Farmers National Bank of Canfield (“Farmers
Bank”), and Emclaire Financial Corp. (“Emclaire”) (NASDAQ: EMCF),
the holding company for The Farmers National Bank of Emlenton
(“Emlenton Bank”), jointly announced today an election deadline of
5:00 p.m., Eastern Standard Time, July 19, 2022 (the “Election
Deadline”) for shareholders of Emclaire to elect the form of
consideration they wish to receive for their shares of Emclaire
common stock in connection with the proposed merger (the “Merger”)
of Emclaire with and into FMNB Merger Subsidiary V, LLC, a
newly-formed, wholly-owned subsidiary of Farmers (“Merger Sub”),
pursuant to the Agreement and Plan of Merger, dated as of March 23,
2022, by and among Farmers, Merger Sub and Emclaire (the “Merger
Agreement”). The Election Deadline may be extended, in which case
Farmers and Emclaire will issue a press release announcing the new
election deadline.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220624005265/en/
As previously announced, shareholders of Emclaire can elect to
receive, for each Emclaire common share held, either cash or
Farmers common shares in connection with the proposed Merger,
although such elections are subject to proration, adjustment and
certain limitations as set forth in the Merger Agreement, which are
described in the Proxy Statement/Prospectus dated June 8, 2022,
relating to the proposed Merger. Shareholders of Emclaire are
reminded that if they wish to make an election, they must complete,
sign and return a Letter of Transmittal and Election Form to
Computershare Trust Company, N.A., as exchange agent, by the
Election Deadline. Shareholders of Emclaire who hold their common
shares through a broker, dealer, commercial bank, trust company or
other fiduciary, may have an earlier election deadline and should
carefully review any instructions received from their broker,
dealer, commercial bank, trust company or other fiduciary. The
documents necessary for shareholders of Emclaire to make an
election for their Merger consideration were mailed beginning June
21, 2022.
Shareholders of Emclaire with questions regarding the election
procedures, who want up to date information on the Election
Deadline, or who wish to obtain copies of the election materials,
may contact Georgeson LLC, the Information Agent, at
866-295-8105.
A special meeting of the shareholders of Emclaire is being held
on July 20, 2022 for purposes of considering and voting on a
proposal to approve the Merger Agreement. Shareholders of Emclaire
with questions regarding the special meeting may contact Alliance
Advisors, Emclaire’s proxy solicitor, by calling 833-757-0767, or
by email to emcf@allianceadvisors.com.
The proposed Merger remains subject to the approval by the
shareholders of Emclaire at Emclaire’s special meeting of
shareholders and the satisfaction or waiver of the remaining
closing conditions set forth in the Merger Agreement.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified
financial services company headquartered in Canfield, Ohio, with
$4.2 billion in banking assets. Farmers National Banc Corp.’s
wholly-owned subsidiaries are comprised of The Farmers National
Bank of Canfield, a full-service national bank engaged in
commercial and retail banking with 46 locations in Mahoning,
Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga
and Cuyahoga counties in Ohio and Beaver County in Pennsylvania;
Farmers Trust Company, which operates five trust offices and offers
services in the same geographic markets and Farmers National
Insurance, LLC. Total wealth management assets under care at March
31, 2022 were $3.1 billion.
ABOUT EMCLAIRE FINANCIAL CORP.
Emclaire Financial Corp. is the parent company of the Farmers
National Bank of Emlenton, an independent, nationally chartered,
FDIC-insured community commercial bank headquartered in Emlenton,
Pennsylvania, operating 19 full service offices in Venango,
Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson
and Mercer Counties, Pennsylvania. The Corporation’s common stock
is quoted on and traded through NASDAQ under the symbol “EMCF”. For
more information visit the Corporation’s web site at
www.emclairefinancial.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements are not historical facts, but rather
statements based on Farmers’ and Emclaire’s current expectations
regarding its business strategies and its intended results and
future performance. Forward-looking statements are preceded by
terms such as “expects,” “believes,” “anticipates,” “intends” and
similar expressions, as well as any statements related to future
expectations of performance or conditional verbs, such as “will,”
“would,” “should,” “could” or “may.”
Forward-looking statements are not a guarantee of future
performance and actual future results could differ materially from
those contained in forward-looking information. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of Farmers’
and Emclaire’s control. Numerous uncertainties, risks, and changes
could cause or contribute to Farmers’ or Emclaire’s actual results,
performance, and achievements to be materially different from those
expressed or implied by the forward-looking statements. Factors
that may cause or contribute to these differences include, without
limitation, the possibility that the closing of the proposed
transaction is delayed or does not occur at all because required
regulatory approvals, shareholder approval or other conditions to
the transaction are not obtained or satisfied on a timely basis or
at all; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all; Farmers’ and
Emclaire’s failure to integrate Emclaire and Emlenton Bank with
Farmers and Farmers Bank in accordance with expectations;
deviations from performance expectations related to Emclaire and
Emlenton Bank; diversion of management’s attention on the proposed
transaction; general economic conditions in markets where Farmers
and Emclaire conduct business, which could materially impact credit
quality trends; effects of the COVID-19 pandemic on the local,
national, and international economy, Farmers’ or Emclaire’s
organization and employees, and Farmers’ and Emclaire’s customers
and suppliers and their business operations and financial
condition; disruptions in the mortgage and lending markets and
significant or unexpected fluctuations in interest rates related to
COVID-19 and governmental responses, including financial stimulus
packages; general business conditions in the banking industry; the
regulatory environment; general fluctuations in interest rates;
demand for loans in the market areas where Farmers and Emclaire
conduct business; rapidly changing technology and evolving banking
industry standards; competitive factors, including increased
competition with regional and national financial institutions; and
new service and product offerings by competitors and price
pressures; and other factors disclosed periodically in Farmers’ and
Emclaire’s filings with the Securities and Exchange Commission (the
“SEC”).
Because of the risks and uncertainties inherent in
forward-looking statements, readers are cautioned not to place
undue reliance on them, whether included in this release or made
elsewhere from time to time by Farmers, Emclaire or on Farmers’ or
Emclaire’s behalf, respectively. Forward-looking statements speak
only as of the date made, and neither Farmers nor Emclaire assumes
any duty and does not undertake to update forward-looking
statements.
Farmers and Emclaire provide further detail regarding these
risks and uncertainties in their respective latest Annual Reports
on Form 10-K, including in the risk factors section of Farmers’
latest Annual Report on Form 10-K, as well as in subsequent SEC
filings, available on the SEC’s website at www.sec.gov.
IMPORTANT ADDITIONAL INFORMATION.
In connection with the proposed Merger, Farmers has filed with
the SEC a Registration Statement on Form S-4 that includes a proxy
statement of Emclaire and a prospectus of Farmers, as well as other
relevant documents concerning the proposed transaction. The proxy
statement/prospectus included in the Registration Statement on Form
S-4 should not be read alone, but should be read in conjunction
with the other information regarding Farmers, Emclaire and the
proposed Merger that is contained in, or incorporated by reference
into, the Registration Statement on Form S-4. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale is unlawful before registration or qualification of the
securities under the securities laws of the jurisdiction. No offer
of securities shall be made except by means of a prospectus
satisfying the requirements of Section 10 of the Securities
Act.
SHAREHOLDERS OF EMCLAIRE AND OTHER INVESTORS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THE
EFFECTIVE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT
DOCUMENTS EITHER FARMERS OR EMCLAIRE HAS FILED OR MAY FILE WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS,
EMCLAIRE, AND THE PROPOSED MERGER. Investors and security holders
may obtain free copies of the Registration Statement on Form S-4
and other documents filed with the SEC by Farmers or Emclaire
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Farmers are available
free of charge by accessing the “Investor Relations” section of
Farmers’ website at www.farmersbankgroup.com or, alternatively, by
directing a request to Farmers Investor Relations, Farmers National
Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, (330)
533-3341. Copies of the documents filed or to be filed with the SEC
by Emclaire may be obtained without charge from Emclaire by written
request to Emclaire Financial Corp., 612 Main Street, Emlenton,
Pennsylvania 16373, Attention: Jennifer A. Poulsen, Secretary.
The respective directors and executive officers of Farmers and
Emclaire and other persons may be deemed to be participants in the
solicitation of proxies from Emclaire shareholders with respect to
the proposed Merger. Information regarding the directors of Farmers
is available in its proxy statement filed with the SEC on March 17,
2022 in connection with its 2022 Annual Meeting of Shareholders and
information regarding the executive officers of Farmers is
available in its Form 10-K filed with the SEC on March 9, 2022.
Information regarding the directors and executive officers of
Emclaire is available in its Form 10-K filed with the SEC on March
16, 2022 and other documents filed by Emclaire with the SEC. Other
information regarding the participants in the solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the proxy
statement/prospectus included in the Registration Statement on Form
S-4 and other relevant materials filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20220624005265/en/
Amber Wallace Executive Vice President, Chief Retail/Marketing
Officer 330-720-6441 awallace@farmersbankgroup.com
William C. Marsh Chairman of the Board, President and Chief
Executive Officer 844-767-2311 investor.relations@farmersnb.com
Emclaire Financial (NASDAQ:EMCF)
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