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.
“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.
Contact: Amber Wallace Executive Vice President, Chief
Retail/Marketing
Officer330-720-6441awallace@farmersbankgroup.com |
William C. MarshChairman of the Board, President andChief Executive
Officer844-767-2311investor.relations@farmersnb.com |
Emclaire Financial (NASDAQ:EMCF)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Emclaire Financial (NASDAQ:EMCF)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024