Farmers National Banc Corp. (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield, and Emclaire Financial Corp. (NASDAQ: EMCF), the holding company for The Farmers National Bank of Emlenton, announced today that the shareholders of Emclaire have voted to approve the Agreement and Plan of Merger, dated March 23, 2022, providing for the merger of Emclaire with and into FMNB Merger Subsidiary V, LLC, a newly-formed, wholly-owned subsidiary of Farmers, with more than 98 percent 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, or $40.00 in cash without interest, 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 precent of the outstanding shares of Emclaire common stock are converted into the Stock Consideration and 30 percent 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.
