Emclaire Financial (EMCF) Acquired by Farmers National Banc (FMNB) for $105M

March 24, 2022 8:04 AM EDT

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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.



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