Emclaire Financial (EMCF), United-American Savings Bank Enter Merger Agreement

Emclaire Financial Corp (NASDAQ: EMCF) (Emclaire), the parent holding company of The Farmers National Bank of Emlenton (Farmers National), and United-American Savings Bank (OTC: UASB) (United-American) jointly announced that they have entered into an Agreement and Plan of Merger providing for the acquisition of United-American by Emclaire.

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both institutions, United-American, will ultimately merge into Farmers National and shareholders of United-American will receive $42.67 in cash for each share of common stock of United-American upon completion of the merger or approximately $14.1 million in the aggregate.

William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Farmers National, stated, “This transaction expands our existing presence in the Pittsburgh market, broadens our franchise, strengthens our market position and builds on our strategy to develop business in the desirable Pittsburgh metropolitan area. United-American is a well-established institution with a good franchise, attractive balance sheet and a strong customer service culture. We believe we can provide their customers with a broader array of banking services, including expanded commercial and mortgage lending capabilities.”

The transaction is expected to be immediately accretive to Emclaire’s earnings for the remainder of 2016 following the merger, excluding one-time charges, and 29% accretive to earnings in 2017 and higher in future years. The merger is subject to the approval of the appropriate banking regulatory authorities and an affirmative vote of the shareholders of United-American. It is expected that the transaction should be completed late in the second or early in the third quarter of 2016. All of the directors and executive officers of United-American have entered into voting agreements with Emclaire pursuant to which they have agreed to vote their shares in favor of the merger.

Tom Smith, President and Chief Executive Officer of United-American, said, “We are thrilled to be joining with Emclaire and Farmers National, which is a premier regional banking franchise. We are excited about the new products and services that will be available to our customers and the community we serve.”

At September 30, 2015, Emclaire had consolidated assets of approximately $582.4 million, deposits of $505.2 million, net loans of $406.0 million and shareholders' equity of $53.4 million. At September 30, 2015, United-American had assets of approximately $90.8 million, deposits of $74.5 million, net loans of $65.4 million and shareholders' equity of $7.9 million.

When the transaction is consummated, the combination of the two banking companies will create a bank with approximately $673 million in total assets providing banking services through 16 branch locations in Western Pennsylvania. The transaction will expand Emclaire's franchise into Pittsburgh.

Silver, Freedman, Taff & Tiernan LLP, Washington, DC acted as legal counsel to Emclaire in the transaction. Jones Walker LLP, Washington, DC acted as legal counsel and Raymond James & Associates, Inc. acted as financial advisor to United-American.

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