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.
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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
Number 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.
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