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”), announced today that the shareholders of
Emclaire have voted to approve the Agreement and Plan of Merger,
dated March 23, 2022 (the “Merger Agreement”), providing for the
merger (the “Merger”) of Emclaire with and into FMNB Merger
Subsidiary V, LLC, a newly-formed, wholly-owned subsidiary of
Farmers, with more than 98% of the votes being cast in favor of
approving the Merger Agreement.
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“I would like to thank the Emclaire shareholders for their
approval of this merger. We believe this demonstrates shareholder
confidence in the financial and strategic benefits of the
transaction. The combination of our two companies will drive value
for stakeholders, while continuing to celebrate and execute our
community banking model,” stated Kevin J. Helmick, President &
CEO of Farmers National Bank.
“We look forward to joining the Farmers team,” said William C.
Marsh, Chairman, President and Chief Executive Officer of Emclaire
and Emlenton Bank. “With this merger, we will build on our
community banking heritage while providing enhanced strength, size
and stability for our customers and the communities we serve.”
Under the terms of the Merger Agreement, each outstanding share
of Emclaire common stock will be converted at the effective time of
the Merger into the right to receive either 2.15 shares of Farmers
common stock (the “Stock Consideration”), or $40.00 in cash without
interest (the “Cash Consideration”), at the prior election of the
shareholder, subject, however, to proration, adjustment and certain
allocation procedures set forth in the Merger Agreement intended to
ensure that 70% of the outstanding shares of Emclaire common stock
are converted into the Stock Consideration and 30% of the
outstanding shares of Emclaire common stock are converted into the
Cash Consideration.
The Merger is expected to be completed after the satisfaction or
waiver of the remaining closing conditions set forth in the Merger
Agreement, including the receipt of all required regulatory
approvals, which is anticipated to occur later in the third quarter
of 2022.
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 Emclaire’s website 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 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.
Additional information about the Merger and the Merger Agreement
is available in a Current Report on Form 8-K filed by Farmers with
the SEC on March 24, 2022, as well as in the proxy
statement/prospectus filed by each of Farmers and Emclaire on June
15, 2022.
Investors and security holders may obtain free copies of the
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220720005966/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
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