CANFIELD, Ohio and CORTLAND, Ohio, June 23, 2021 (GLOBE NEWSWIRE) – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company of The Farmers National Bank of Canfield (“Farmers National Bank”) and Cortland Bancorp Inc. (“Cortland”) (NASDAQ: CLDB), the holding company of The Cortland Savings and Banking Company, jointly announced today that they have entered into an agreement and a merger plan (the “Agreement”).
Pursuant to the Agreement, each Cortland shareholder can elect to receive either $ 28.00 per share in cash or 1.75 Farmers common share, subject to an aggregate limitation of 75% of the shares exchanged for shares of Farmers and 25% in cash. Based on the Farmers share closing price of $ 16.87 on June 22, 2021, the transaction is valued at approximately $ 124.0 million or $ 29.14 per share. The merger should be viewed as a tax-exempt reorganization for shareholders who elect to receive Farmers shares. The transaction is subject to obtaining Cortland shareholder approval and customary regulatory approvals. The transaction is expected to be finalized in the fourth quarter of 2021.
Upon closing of the transaction, James M. Gasior, President and CEO of Cortland, will join the Farmers management team as Senior Executive Vice President and Head of Business Development. Timothy Carney, Executive Vice President and COO of Cortland, will join Farmers as Senior Executive Vice President and Chief Banking Officer. Additionally, Farmers intends to appoint two directors to Cortland’s board of directors to join its board of directors.
Kevin J. Helmick, President and CEO of Farmers, said, “We are delighted to announce the acquisition of Cortland and to welcome Jim and Tim to our management team. We have known and competed with Cortland for a long time and this acquisition will further strengthen our market share in Trumbull and Mahoning counties, as well as expand our presence in the greater Cleveland area, thus strengthening our local scale building strategy in the north. -est of Ohio.
“The combination with Farmers is natural. Our similar cultures and operating philosophies will help us deliver value and liquidity to our shareholders while improving the products we can deliver to our customers, ”said James Gasior.
“We are thrilled to partner with a growing community bank to continue serving our customers and communities in Northeast Ohio,” said Timothy Carney.
Upon completion of the transaction, The Cortland Savings and Banking Company will merge with Farmers National Bank and the Cortland branches will become branches of Farmers National Bank. At closing, Farmers estimates it will have approximately $ 4.1 billion in assets and 48 locations in Ohio and western Pennsylvania.
As at March 31, 2021, Cortland had total assets of $ 791.7 million, which included gross loans of $ 518.6 million, deposits of $ 680.3 million and equity of $ 81.1 million. dollars.
Raymond James & Associates, Inc. is acting as financial advisor to Farmers and Vorys, Sater, Seymour and Pease LLP is acting as legal advisor to Farmers in connection with the transaction. Piper Sandler Companies is acting as financial advisor to Cortland and Grady & Associates is acting as legal advisor to Cortland in connection with the transaction.
Farmers will hold a conference call on June 23, 2021 at 11 a.m. ET to discuss the acquisition of Cortland Bancorp. Participants can join the call by dialing 877-407-4018 or 201-689-8471. The conference call will also be broadcast simultaneously via listen-only webcast. A link to today’s press release, presentation and webcast will be available at ir.farmersbankgroup.com.
The replay of the conference call is available until June 30, 2021 by dialing 844-512-2921 or 412-317-6671 and the conference ID: 13720743.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $ 3.3 billion in bank assets. The wholly owned subsidiaries of Farmers National Banc Corp. are comprised of The Farmers National Bank of Canfield, a full-service national bank active in commercial and retail banking with 41 locations in Mahoning, Trumbull, Columbiana, Stark, Wayne, Medina, Geauga and Cuyahoga counties in the Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and provides services in the same geographic markets, and Farmers National Insurance, LLC. Total wealth management assets under management as of March 31, 2021 were $ 2.9 billion.
ABOUT CORTLAND BANCORP
Cortland Bancorp is a financial holding company headquartered in Cortland, Ohio. Founded in 1892, the banking subsidiary, The Cortland Savings and Banking Company operates through 13 full-service community banking offices located in Trumbull, Mahoning, Portage, Summit and Cuyahoga counties in the northeast. of Ohio and a financial services center in Fairlawn, Ohio. For more information on Cortland Bank, visit http://www.cortlandbank.com.
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 Farmers’ and Cortland’s current expectations regarding its business strategies, expected results and future performance. . Forward-looking statements are preceded by words such as “expects”, “believes”, “anticipates”, “intend” and similar expressions, as well as statements relating to future performance expectations or conditional verbs, such as “will”, “would”, “should”, “could” or “could”.
Forward-looking statements are not guarantees of future performance. There are many risks and uncertainties that could cause the actual results, performance and achievements of Farmers or Cortland to differ materially from those expressed or implied by forward-looking statements. Factors that may cause or contribute to these differences include, but are not limited to, the failure of Farmers and Cortland to integrate Cortland and The Cortland Savings and Banking Company with Farmers as expected; deviations from performance expectations related to Cortland and The Cortland Savings and Banking Company; general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the conditions of competition in the banking markets served by the respective subsidiaries of Farmers and Cortland; the adequacy of the allowance for loan losses and the level of future allowances for loan losses; and other factors disclosed periodically in the respective files of Farmers and Cortland with the Securities and Exchange Commission (the “SEC”).
Due to 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 Farmers, Cortland or on behalf of Farmers or of Cortland, respectively.
Farmers and Cortland provide more details on these risks and uncertainties in their respective latest 10-K and subsequent 10-Q Forms, including in the respective risk factor sections of these reports, as well as in subsequent filings with the SEC. Forward-looking statements speak only as of the date they are posted, and neither Farmers nor Cortland assumes any obligation or undertakes to update any forward-looking statements.
In connection with the proposed merger, Farmers will file with the SEC a registration statement on Form S-4 which will include a joint power of attorney from Farmers and Cortland and a prospectus from Farmers, as well as other relevant documents relating to the transaction. proposed.
CORTLAND SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT / PROSPECTUS TO BE INCLUDED IN THE STATEMENT OF REGISTRATION ON FORM S-4, AS IT CONTAINS IMPORTANT INFORMATION ABOUT FARMERS, PROPOSED CORTLAND, THE MERGER , PERSONS APPLYING FOR PROXY WITH THE PROPOSED MERGER AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS.
The respective directors and officers of Farmers and Cortland and others may be considered participants in the solicitation of proxies from the shareholders of Cortland relating to the proposed merger. Information regarding the directors and officers of Farmers is available in its proxy circular filed with the SEC on March 12, 2021. Information regarding the directors and officers of Cortland is available on its website at http: / /www.cortlandbank.com. Other information regarding the participants in the Solicitation and a description of their direct and indirect interests, by title or otherwise, will be contained in the Management Proxy Circular / Prospectus and other relevant documents to be filed with the SEC when ‘they will be available.
Investors and security holders will be able to obtain free copies of the registration statement (when available) and other documents filed with the SEC by farmers through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by farmers will be available free of charge on the farmers website at https://www.farmersbankgroup.com.