William Marsh

Farmers National Banc Corp., the holding company for Farmers National Bank of Canfield, Ohio, and Emclaire Financial Corp., the holding company for Farmers National Bank of Emlenton, have merged in a $105 million deal.

The merger is expected to qualify as a tax-free reorganization for those shareholders electing to receive Farmers’ shares. The transaction is subject to receipt of Emclaire shareholder approval and customary regulatory approvals and is expected to close in the second half of this year.

Upon closing, Emlenton Bank will be merged with and into Farmers Bank, with Farmers Bank as the surviving bank, and Emlenton Bank’s branches will become branches of Farmers Bank and their names will change. Upon closing, Farmers estimates it will have approximately $5.2 billion in assets and 66 locations throughout Ohio and Western Pennsylvania, according to a joint statement from the banks.

As of Dec. 31, Emclaire had $1.1 billion in total assets, $72.4 million in tangible common equity, $790.9 million in gross loans and $918.5 million in total deposits.

Cranberry Township resident William Marsh, president, CEO and board chairman of Emclaire and Emlenton Bank, will join Farmers as senior vice president and as market president in Pennsylvania, after the merger.

“We are excited to be joining with Farmers National Bank of Canfield and believe that the combination will benefit our shareholders, customers and the communities we serve,” Marsh said. “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 operates 19 Farmers National Bank of Emlenton full-service offices in Butler, Venango, Allegheny, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer counties.

Founded in 1887, Farmers National Banc Corp. has $4.1 billion in banking assets, operates 47 commercial and retail banking offices in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. It had $3.1 billion in total wealth management assets as of Dec. 31.

Pursuant to the agreement, each shareholder of Emclaire may elect to receive either $40 per share in cash or 2.15 shares of Farmers’ common stock, subject to an overall limitation of 70% of the shares being exchanged for Farmers’ shares and 30% for cash. Based on Farmers’ closing share price of $17.02 on March 23, the transaction is valued at approximately $105 million, or $37.62 per share, according to the banks.

Farmers intends to name one director from Emclaire’s board to join its board of directors immediately after the merger and appoint the remaining nonemployee directors of Emclaire to a newly formed advisory board for the Pennsylvania Region.

“I am pleased to announce our largest acquisition to date,” said Kevin J. Helmick, president and CEO of Farmers. “This latest transaction will mark a significant extension into the Pennsylvania markets, which has been a longtime 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. This latest acquisition will continue to integrate Farmers’ culture into new communities and drive value for our stakeholders.”