Emclaire Shareholders OK Merger with Farmers

CANFIELD, Ohio – Farmers National Banc Corp., the holding company for The Farmers National Bank of Canfield, and Emclaire Financial Corp., holding company for The Farmers National Bank of Emlenton in Emlenton, Pa., will move forward with their planned merger.

The bank holding companies announced Wednesday hat Emclaire’s shareholders voted to approved the March 23 agreement and plan of merger of Emclaire with and into FMNB Merger Subsidiary V LLC, a newly formed, wholly owned subsidiary of Farmers. More than 98% of the votes cast were in favor of approving the merger.

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, according to the release.

Under the terms of the 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 the stock consideration — or $40 in cash without interest, at the prior election of the shareholder, or cash consideration.

That is subject to proration, adjustment and certain allocation procedures set forth in the 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 release also spelled out.

William C. Marsh, chairman, president and CEO of Emclaire and Emlenton Bank, expressed similarly optimistic sentiments.

“We look forward to joining the Farmers team,” he said. “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.”

“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,” said Kevin J. Helmick, Farmers National Bank president and CEO. “The combination of our two companies will drive value for stakeholders, while continuing to celebrate and execute our community banking model.”

Farmers has $4.2 billion in banking assets along with 46 banking locations in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania, five trust offices and Farmers National Insurance LLC. Total wealth management assets under care at March 31 were $3.1 billion.

Farmers National Bank of Emlenton operates 19 full-service offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer counties in Pennsylvania.

Published by The Business Journal, Youngstown, Ohio.