Emclaire Financial, the parent company of The Farmers National Bank of Emlenton, has reached a definitive agreement to acquire Elk County Savings and Loan Association in a conversion merger transaction.
Pursuant to the agreement and plan of conversion merger, Elk County Savings and Loan will convert from a Pennsylvania-chartered mutual savings association to a Pennsylvania-chartered stock savings association and then issue its shares of common stock to Emclaire.
In connection with the acquisition and pursuant to the terms of the agreement, and the related plan of conversion merger of Elk County Savings and Loan with Farmers National Bank, Emclaire will offer shares of its common stock to certain members of Elk County Savings and Loan in a subscription offering.
Following the closing of the offering, Elk County Savings and Loan will merge with and into Farmers National Bank, with Farmers National Bank as the surviving institution.
In addition to the Emclaire common stock to be offered pursuant to the conversion merger, Emclaire also intends to offer up to an additional $3 million of its common stock to the general public to support its growth and for general corporate purposes.
The transactions are expected to close in the fourth quarter of 2008, pending regulatory approval, approval by Elk County Savings and Loan members and satisfaction of other customary closing conditions.