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 that they have entered
into an agreement and plan of merger (the “Agreement”).
Pursuant to the Agreement, each shareholder of
Emclaire may elect to receive either $40.00 per share in cash or
2.15 shares of Farmers’ common stock, subject to an overall
limitation of 70% of the shares being exchanged for Farmers’ shares
and 30% for cash. Based on Farmers’ closing share price of $17.02
on March 23, 2022, the transaction is valued at approximately $105
million, or $37.62 per share. The merger is expected to qualify as
a tax-free reorganization for those shareholders electing to
receive Farmers’ shares. The transaction is subject to receipt of
Emclaire shareholder approval and customary regulatory approvals
and is expected to close in the second half of 2022.
William C. Marsh, the current President and
Chief Executive Officer and Chairman of the Board of Emclaire and
Emlenton Bank, will join Farmers as Senior Vice President and as
Market President, Pennsylvania, after the merger. Furthermore,
Farmers intends to name one director from Emclaire’s board to join
its Board of Directors immediately after the merger and appoint the
remaining non-employee directors of Emclaire to a newly formed
advisory board for the Pennsylvania Region.
Kevin J. Helmick, President and CEO of Farmers,
stated, “As we continue to demonstrate Farmers successful track
record for executing on M&A, I am pleased to announce our
largest acquisition to date. This latest transaction will mark a
significant extension into the Pennsylvania markets, which has been
a long-time strategy for Farmers. The contiguous expansion will
also serve as Farmers’ entrance into the attractive Pittsburgh
market and allow us to deliver our robust wealth management and
mortgage services to the Emlenton footprint. This latest
acquisition will continue to integrate Farmers’ culture into new
communities and drive value for our stakeholders.”
Mr. Marsh stated, “We are excited to be joining
with The Farmers National Bank of Canfield and believe that the
combination will benefit our shareholders, customers and the
communities we serve. We are thrilled to be joining such a premier
regional banking franchise. We are excited about the new products
and services that will be available to our customers and the
communities we serve. I believe that this partnership will provide
great value for the entire Emclaire family.”
Upon consummation of the transaction, Emlenton
Bank will be merged with and into Farmers Bank, with Farmers
Bank as the surviving bank, and Emlenton Bank’s branches will
become branches of Farmers Bank. Upon closing, Farmers estimates it
will have approximately $5.2 billion in assets and 66
locations throughout Ohio and
western Pennsylvania.
As of December 31, 2021, Emclaire had $1.1
billion in total assets, $72.4 million in tangible common equity,
$790.9 million in gross loans and $918.5 million in total
deposits.
Serving Farmers in the transaction are Janney
Montgomery Scott LLC as financial advisor and Vorys, Sater, Seymour
and Pease LLP as legal counsel. Serving Emclaire in the transaction
are Raymond James & Associates, Inc. as financial advisor and
Silver, Freedman, Taff & Tiernan LLP as legal counsel.
CONFERENCE CALL INFORMATION
Farmers will host a conference call on March 24,
2022, at 11:00 AM ET, to discuss the acquisition of Emclaire.
Participants can join the call by dialing 877-407-4018, Conference
ID: 13728180. The conference call will also be broadcast
simultaneously via webcast on a listen-only basis. A link to
today’s press release, presentation, and webcast will be available
at ir.farmersbankgroup.com.
Replay of the conference call can be accessed
through March 31, 2022 by dialing 844-512-2921 and Replay Pin
Number: 13728180.
ABOUT FARMERS NATIONAL BANC
CORP.
Founded in 1887, Farmers National Banc Corp. is
a diversified financial services company headquartered in Canfield,
Ohio, with $4.1 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 47 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
December 31, 2021 were $3.1 billion.
ABOUT EMCLAIRE
FINANCIAL CORP.
Emclaire Financial Corp. is the parent company
of the Farmers National Bank of Emlenton, a 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. Emclaire’s common stock is
quoted on and traded through NASDAQ under the symbol “EMCF”. For
more information visit Emclaire’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.
OTHER INFORMATION
In connection with the proposed merger, Farmers
will file with the SEC a Registration Statement on Form S-4 that
will include a proxy statement of Emclaire and a prospectus of
Farmers, as well as other relevant documents concerning the
proposed transaction.
SHAREHOLDERS OF EMCLAIRE AND OTHER INVESTORS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT AND PROSPECTUS TO BE
INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, EMCLAIRE, THE
PROPOSED MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE
PROPOSED MERGER, AND THEIR INTERESTS IN THE PROPOSED MERGER AND
RELATED MATTERS.
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, will be
contained in the proxy statement and prospectus to be included in
the Registration Statement on Form S-4 and other relevant materials
to be filed with the SEC when they become available.
Investors and security holders will be able to
obtain free copies of the registration statement (when available)
and other documents filed with the SEC by Farmers through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Farmers will be available free of
charge on Farmers’ website at https://www.farmersbankgroup.com or
may be obtained from Farmers by written request to Farmers National
Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, Attention:
Investor Relations. 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.
CONTACT:
William C. Marsh Chairman of the Board,
President and Chief Executive Officer
Phone: (844) 767-2311
Email: investor.relations@farmersnb.com
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