Farmers National Banc Corp 8-K, filed Jan 3, 2023
Farmers National Banc Corp (FMNB)
About this 8-K
Farmers National Banc Corp filed this 8-K on January 3, 2023, reporting on events of January 1, 2023.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On January 1, 2023, Farmers National Banc Corp. (the “Company”) completed its previously announced merger with Emclaire Financial Corp., a Pennsylvania corporation and registered financial holding company (“Emclaire”), pursuant to the Agreement and Plan of Merger dated as of March 23, 2022, by and among the Company, FMNB Merger Subsidiary V, LLC, a wholly owned subsidiary of Farmers (“Merger Sub”), and Emclaire (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) Emclaire merged with and into Merger Sub (the “Merger”), with Merger Sub as the surviving entity in the Merger. Promptly following the consummation of the Merger, Merger Sub was dissolved and liquidated and The Farmers National Bank of Emlenton, the banking subsidiary of Emclaire, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company (“Farmers Bank”), with Farmers Bank as the surviving bank.
Pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each common share, without par value, of Emclaire (“Emclaire Common Shares”) issued and outstanding immediately prior to the Effective Time (except for certain Emclaire Common Shares held directly by Emclaire or the Company) was converted into the right to receive, without interest, $40.00 in cash (the “Cash Consideration”) or 2.15 common shares, without par value, of the Company (“Company Common Shares”) (the “Stock Consideration”), subject to an overall limitation of 70% of the Emclaire Common Shares being exchanged for the Stock Consideration and the remaining 30% of Emclaire Common Shares being exchanged for the Cash Consideration. No fractional Company Common Shares were issued in the Merger, and Emclaire’s shareholders became entitled to receive cash in lieu of fractional Company Common Shares.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger and the Amendment to Agreement and Plan of Merger, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective immediately following the Effective Time of the Merger on January 1, 2023 and in accordance with the terms of the Merger Agreement, the board of directors of the Company (the “Board”), appointed former Emclaire board member Nicholas D. Varischetti to the Board to hold office as a Class II director until the Company’s 2024 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
As a non-employee director, Mr. Varischetti will be eligible to receive compensation in the same manner as the Company’s other non-employee directors, including an annual general annual retainer fee, consistent with the description in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022. The Company will enter into an indemnification agreement with Mr. Varischetti in a manner consistent with the agreements entered into with the Company’s existing directors, the form of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2011. Mr. Varischetti has been appointed to the Compensation and Corporate Governance and Nominating Committees of the Board.
| Item 7.01 | Regulation FD Disclosure. |
On January 3, 2023 the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Board had appointed Nicholas D. Varischetti to the Board effective January 1, 2023, as described in Item 5.02(d) of this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On January 3, 2023, the Company issued a press release announcing the completion of the Merger. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit |
Description | |
| 2.1 | Agreement and Plan of Merger by and among Farmers National Banc Corp., Emclaire Financial Corp., and FMNB Merger Subsidiary V, LLC, dated as of March 23, 2022 (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 24, 2022)* | |
| 99.1 | Press Release dated January 3, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, schedules and exhibits have been omitted from this filing. The registrant agrees to furnish the Securities and Exchange Commission on a supplemental basis a copy of any omitted schedule or exhibit on a confidential basis upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Farmers National Banc Corp. | ||
| By: | /s/ Kevin J. Helmick | |
| Kevin J. Helmick | ||
| President and Chief Executive Officer | ||
Date: January 3, 2023
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Amber Wallace
Executive Vice President, Chief Retail and Marketing Officer
330-720-6441
awallace@farmersbankgroup.com
Farmers National Banc Corp.
Completes Merger with Emclaire Financial Corp, Adds New Board Member
CANFIELD, OHIO, January 3, 2023 – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), announced today that it completed the merger of Emclaire Financial Corp. (“Emclaire”) (formerly NASDAQ: EMCF), the holding company for The Farmers National Bank of Emlenton (“Emlenton Bank”) with and into FMNB Merger Subsidiary V, LLC, a newly-formed wholly-owned subsidiary of Farmers (the “Merger”). Following the Merger, Emlenton Bank was merged with and into Farmers National Bank. As a result of the Merger, shares of Emclaire are no longer traded on The NASDAQ Capital Market.
“I am excited to close our seventh acquisition in the last seven years and expand into the Pennsylvania markets, which has been a long-time strategy for Farmers. Additionally, we are thrilled to deliver our robust wealth management and mortgage services to the Emlenton footprint. On behalf of everyone at the Company, we are pleased to welcome the customers, employees, and shareholders of Emclaire to Farmers National Banc Corp.,” said Kevin J. Helmick, President & CEO of Farmers.
William C. Marsh, President and Chief Executive Officer and Chairman of the Board of Emclaire and Emlenton Bank, has joined Farmers as Senior Vice President, Market President – Pennsylvania.
Farmers, headquartered in Canfield, Ohio, now has over $5.0 billion in banking assets, over $2.9 billion in wealth management assets under care, and operates 65 branches throughout Ohio and Pennsylvania.
In connection with the Merger, Farmers also welcomes a member from Emclaire’s Board of Directors to its Board of Directors, Mr. Nicholas D. Varischetti. He will also serve on the Corporate Governance and Nominating Committee and the Compensation Committee of the Board.
Mr. Varischetti is a Partner with Burns White LLC, working out of their Pittsburgh office. He has assisted businesses from a wide range of industries with their litigation, general business, and advisement needs. Mr. Varischetti holds three degrees from the University of Pittsburgh, earning a Juris Doctor in 2011 with a Health Law Certificate, a Master’s in Public Administration from the Graduate School of Public and International Affairs in 2008, and a Bachelor’s Degree in Political Science and Business Management in 2006.
Mr. Varischetti is also a partner in Varischetti Holdings, LP and a founding partner of Allegheny Strategy Partners. Additionally, he is a member of Varischetti Sports, LLC, which owns a minority interest in the Pittsburgh Steelers.
Mr. Varischetti is actively involved in the community as a member of the Board of Directors of the Frank Varischetti Foundation, the Manchester Bidwell Corporation, and La Roche University Board of Trustees. He previously served on the Board of Directors for Pittsburgh Urban Magnet Project (PUMP), and was a Board Member and Chairperson for both Every Child Inc. and Pittsburgh’s Intergovernmental Cooperation Authority (ICA). Mr. Varischetti has also worked with the Greater Pittsburgh ATHENA Awards Committee and the Jack Heinz Society for the Pittsburgh Symphony Orchestra.
“With his diverse background and experience working with multiple industries, we believe Nick will be a great asset to our shareholders,” Helmick stated.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with over $5.0 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 65 banking locations throughout Ohio and Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at September 30, 2022 were $2.9 billion.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”
Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the Company’s failure to integrate Emclaire and Emlenton Bank with the Company in accordance with expectations; deviations from performance expectations related to Emclaire and Emlenton Bank; general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions in the banking markets served by the Company’s respective subsidiaries; the adequacy of the allowance for losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission (the “SEC”) including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q. Such reports are available on the SEC’s website at www.sec.gov and on the Company’s website at https://www.farmersbankgroup.com under the “Investor Relations” section.
Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by the Company or on the Company’s behalf. Forward-looking statements speak only as of the date made, and the Company assumes no duty and does not undertake to update forward-looking statements.