Emclaire had $1.1bn in total assets, $72.4m in tangible common equity, $790.9m in gross loans and $918.5m in total deposits, as of 31 December 2021
Farmers Bank to merge with Emlenton Bank. (Credit: pasja1000 from Pixabay)
Farmers National Banc, the holding company for The Farmers National Bank of Canfield, has agreed to merge with Emclaire Financial, the holding company for The Farmers National Bank of Emlenton.
Under the terms of the deal, Emclaire shareholders are eligible to receive either $40 per share in cash or 2.15 shares of Farmers’ common stock.
The agreement also includes an overall limitation, where only 70% of shares of the Emclaire common stock can be exchanged for Farmers’ shares and the remaining for cash.
The transaction is valued at around $105m or $37.62 per share, based on Farmers’ closing share price of $17.02 as on 23 March 2022.
The merger is expected to complete in the second half of 2022, subject to certain customary regulatory approvals, and Emclaire shareholders’ approval.
Upon closing of the deal, Emclaire president and CEO William Marsh will be appointed as Farmers senior vice president and market president for Pennsylvania.
In addition, Farmers will appoint one director from Emclaire to its board of directors, and appoint the remaining non-employee directors to a newly formed advisory board for the Pennsylvania region.
Marsh said: “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.”
Emclaire had $1.1bn in total assets, $72.4m in tangible common equity, $790.9m in gross loans and $918.5m in total deposits, as of 31 December 2021.
Upon closing of the transaction, Emlenton Bank will be merged into Farmers Bank, which will remain as the surviving entity.
Emlenton Bank’s branches will be transformed into the branches of Farmers Bank.
The combined company is anticipated to have a total of around $5.2bn in assets and 66 branch locations across Ohio and western Pennsylvania.
The merger is expected to qualify as a tax-free reorganisation for those shareholders electing to receive Farmers’ shares.
Janney Montgomery Scott served as a financial advisor, Vorys, Sater, Seymour and Pease as legal counsel to Farmers on the transaction.
Raymond James & Associates served as a financial advisor and Silver, Freedman, Taff & Tiernan as legal counsel to Emclaire.
Farmers Bank president and CEO Kevin Helmick said: “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.”