Item 8.01 Other Events.
On June 21, 2022, Farmers National Banc Corp. ("Farmers"), first sent to the
shareholders of Emclaire Financial Corp. ("Emclaire") a Cover Letter, Election
Form and Letter of Transmittal and Instructions to Election Form and Letter of
Transmittal (collectively, the "Exchange Agent Documents") in connection with
the proposed merger of Emclaire with and into FMNB Merger Subsidiary V, LLC, a
wholly-owned subsidiary of Farmers ("Merger Sub"), (the "Merger") pursuant to
the Agreement and Plan of Merger, dated as of March 23, 2022, by and among
Farmers, Merger Sub and Emclaire (the "Merger Agreement"). Copies of the forms
of the Exchange Agent Documents are attached to this Current Report on Form 8-K
as Exhibits 99.1, 99.2 and 99.3 and are incorporated herein by reference.
On July 27, 2022, Farmers and Emclaire issued a joint press release announcing
the election deadline for Emclaire shareholders to elect the form of Merger
consideration they wish to receive in the Merger. A copy of the joint press
release is attached to this Current Report on Form 8-K as Exhibit 99.4 and is
incorporated herein by reference.
Important Additional Information About the Merger.
In connection with the proposed Merger, Farmers has filed with the Securities
and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that
includes a proxy statement of Emclaire and a prospectus of Farmers, as well as
other relevant documents concerning the proposed transaction. The proxy
statement/prospectus included in the Registration Statement on Form S-4 should
not be read alone, but should be read in conjunction with the other information
regarding Farmers, Emclaire, the Merger Agreement and the proposed Merger that
is contained in, or incorporated by reference into, the Registration Statement
on Form S-4.
SHAREHOLDERS OF EMCLAIRE AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT/PROSPECTUS INCLUDED IN THE EFFECTIVE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS THAT EITHER FARMERS OR EMCLAIRE HAS
FILED OR MAY FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH
ARE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, EMCLAIRE, AND THE PROPOSED
MERGER.
Investors and security holders may obtain free copies of the Registration
Statement on Form S-4 and other documents filed with the SEC by Farmers or
Emclaire through the website maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Farmers will be available free of charge
on Farmers website at https://www.farmersbankgroup.com or may be obtained from
Farmers by written request to Farmers National Banc Corp., 20 South Broad
Street, Canfield, Ohio 44406, Attention: Investor Relations. Copies of the
documents filed or to be filed with the SEC by Emclaire may be obtained without
charge from Emclaire by written request to Emclaire Financial Corp., 612 Main
Street, Emlenton, Pennsylvania 16373, Attention: Jennifer A. Poulsen, Secretary.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale is unlawful before
registration or qualification of the securities under the securities laws of the
jurisdiction. No offer of securities shall be made except by means of a
prospectus satisfying the requirements of Section 10 of the Securities Act.
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Participants in the Solicitation
The respective directors and executive officers of Farmers and Emclaire and
other persons may be deemed to be participants in the solicitation of proxies
from Emclaire shareholders with respect to the proposed Merger. Information
regarding the directors of Farmers is available in its proxy statement filed
with the SEC on March 17, 2022 in connection with its 2022 Annual Meeting of
Shareholders and information regarding the executive officers of Farmers is
available in its Form 10-K filed with the SEC on March 9, 2022. Information
regarding the directors and executive officers of Emclaire is available in its
Form 10-K filed with the SEC on March 16, 2022 and other documents filed by
Emclaire with the SEC. Other information regarding the participants in the
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the proxy statement/prospectus
included in the Registration Statement on Form S-4 and other relevant materials
to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Cover Letter
99.2 Election Form and Letter of Transmittal
99.3 Instructions to Election Form and Letter of Transmittal
99.4 Joint Press Release, dated June 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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