Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the
holding company for The Farmers National Bank of
Canfield (“Farmers National Bank”), and Cortland Bancorp
Inc. (“Cortland”) (NASDAQ: CLDB), the holding company for The
Cortland Savings and Banking Company, jointly announced today they
have entered into an agreement and plan of merger (the
“Agreement”).
Pursuant to the Agreement, each shareholder of Cortland may
elect to receive either $28.00 per share in cash or 1.75
shares of Farmers’ common stock, subject to an overall limitation
of 75% of the shares being exchanged for Farmers shares and 25% for
cash. Based on Farmers’ closing share price
of $16.87 on June 22, 2021, the transaction is
valued at approximately $124.0 million or $29.14 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 Cortland shareholder approval
and customary regulatory approvals. The transaction is intended to
close in the fourth quarter of 2021.
At the close of the transaction, James M. Gasior, Cortland’s
President and CEO will join Farmers executive team as Senior
Executive Vice President and Corporate Development Officer. Timothy
Carney, Cortland’s Executive Vice President and COO will join
Farmers as Senior Executive Vice President and Chief Banking
Officer. Furthermore, Farmers intends to name two directors from
Cortland’s Board to join its Board of Directors.
Kevin J. Helmick, President and CEO of Farmers, stated, “We are
thrilled to announce the acquisition of Cortland and to have Jim
and Tim join our executive management team. We have known and
competed with Cortland for a long time and this acquisition will
further solidify our market share in Trumbull and Mahoning Counties
as well as expand our presence in the greater Cleveland area
furthering our strategy of building local scale throughout
Northeast Ohio.”
“The combination with Farmers is a natural one. Our similar
cultures and operating philosophies will help us deliver value and
liquidity to our shareholders while enhancing the products we can
offer our customers,” said James Gasior.
“We are excited to join forces with a growing community bank to
continue to serve our customers and communities in Northeastern
Ohio,” said Timothy Carney.
Upon consummation of the transaction, The Cortland Savings and
Banking Company will be merged with and into Farmers National
Bank and Cortland’s branches will become branches of Farmers
National Bank. Upon closing, Farmers estimates it will have
approximately $4.1 billion in assets and 48 locations
throughout Ohio and western Pennsylvania.
As of March 31, 2021, Cortland had total assets
of $791.7 million, which included gross loans of $518.6
million, deposits of $680.3 million and equity of $81.1
million.
Raymond James & Associates, Inc. is serving as
financial advisor to Farmers and Vorys, Sater, Seymour and
Pease LLP is serving as legal counsel to Farmers on the
transaction. Piper Sandler Companies is serving as
financial advisor to Cortland and Grady &
Associates is serving as legal counsel to Cortland on the
transaction.
CONFERENCE CALL INFORMATION
Farmers will host a conference call on June 23, 2021,
at 11:00 a.m. ET, to discuss the acquisition of Cortland
Bancorp. Participants can join the call by dialing 877-407-4018 or
201-689-8471. 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 June
30, 2021 by dialing 844-512-2921 or 412-317-6671 and
Conference ID: 13720743.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified
financial services company headquartered in Canfield, Ohio, with
$3.3 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 41 locations in Mahoning,
Trumbull, Columbiana, Stark, 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, 2021 were
$2.9 billion.
ABOUT CORTLAND BANCORP
Cortland Bancorp is a financial holding company headquartered in
Cortland, Ohio. Founded in 1892, the bank subsidiary, The
Cortland Savings and Banking Company conducts business through 13
full-service community banking offices located in the counties of
Trumbull, Mahoning, Portage, Summit, and Cuyahoga in Northeastern
Ohio and a financial service center in Fairlawn, Ohio. For
additional information about Cortland Bank
visit http://www.cortlandbank.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 Cortland’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 guarantees of future
performance. Numerous risks and uncertainties could cause or
contribute to Farmers’ or Cortland’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,
Farmers’ and Cortland’s failure to integrate Cortland and The
Cortland Savings and Banking Company with Farmers in accordance
with expectations; deviations from performance expectations related
to Cortland and The Cortland Savings and Banking Company;
general economic conditions, including changes in market interest
rates and changes in monetary and fiscal policies of the federal
government; legislative and regulatory changes; competitive
conditions in the banking markets served by Farmers’ and Cortland’s
respective subsidiaries; the adequacy of the allowance for losses
on loans and the level of future provisions for losses on loans;
and other factors disclosed periodically in Farmers’ and Cortland’s
respective 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, Cortland or on Farmers’ or
Cortland’s behalf, respectively.
Farmers and Cortland provide further detail regarding these
risks and uncertainties in their respective
latest Form 10-Ks and subsequent
Form 10-Qs, including in the respective risk factors
sections of such reports, as well as in subsequent SEC filings.
Forward-looking statements speak only as of the date made, and
neither Farmers nor Cortland assumes any duty and does not
undertake to update forward-looking statements.
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 joint proxy statement of Farmers and Cortland and a prospectus of
Farmers, as well as other relevant documents concerning the
proposed transaction.
SHAREHOLDERS OF CORTLAND AND OTHER INVESTORS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT FARMERS, CORTLAND, 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 Cortland and other persons may be deemed
to be participants in the solicitation of proxies from Cortland
shareholders with respect to the proposed Merger. Information
regarding the directors and executive officers of Farmers is
available in its proxy statement filed with the SEC on
March 12, 2021. Information regarding directors and executive
officers of Cortland is available on its website
at http://www.cortlandbank.com. 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/prospectus 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.
Contact: James M. GasiorPresident and CEO330-282-4111
Cortland Bancorp (NASDAQ:CLDB)
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