Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 7, 2020, Farmers National Banc Corp. (the "Company"), the parent
company of The Farmers National Bank of Canfield ("Farmers National Bank")
completed its merger with Maple Leaf Financial, Inc. ("Maple Leaf"), the parent
company of Geauga Savings Bank ("Geauga Savings"), pursuant to the terms of the
Agreement and Plan of Merger dated as of August 29, 2019 (the "Merger
Agreement") by and among the Company, Maple Leaf, and FMNB Merger Subsidiary
III, LLC, a newly-formed, wholly-owned subsidiary of the Company ("Merger Sub").
Pursuant to the terms of the Merger Agreement, Maple Leaf was merged with and
into Merger Sub and Geauga Savings was merged with and into Farmers National
Bank (the "Mergers"). Immediately thereafter Merger Sub was dissolved and
liquidated. As a result of the Mergers, Farmers National Bank will operate the
former branches of Geauga Savings.
Item 8.01 Other Events.
On January 7, 2020, the Company issued a press release announcing the completion
of the Mergers. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Forward Looking Statements.
The press release attached to this Form 8-K 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 could cause
the Company's actual results to differ materially from those described in the
forward-looking statements can be found in the Company's Annual Report on Form
10-K for the year ended December 31, 2018, which has been filed with the
Securities and Exchange Commission ("SEC") and is available on the Company's
website (www.farmersbankgroup.com) and on the SEC's website (www.sec.gov).
Factors that may cause or contribute to these differences may also include,
without limitation, the Company's failure to integrate Maple Leaf and its
subsidiary Geauga Savings Bank in accordance with expectations; deviations from
performance expectations related to Maple Leaf and Geauga Savings 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 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 SEC.
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 report or made elsewhere from time to time by the Company or on the
Company's behalf. The Company assumes no obligation to update any
forward-looking statements.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated January 7, 2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses