Emclaire Financial Corp. Receives Shareholder ApprovalFor Merger with Farmers National Banc Corp.
CANFIELD, OHIO and EMLENTON, PENNSYLVANIA, July 20, 2022 – 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.
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.
Emclaire Financial Corp. is the parent company of the Farmers National Bank of Emlenton, and is 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
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.