When the transaction is completed, F&M will maintain consolidated assets of approximately $1.5 billion. Subject to customary regulatory approvals, Limberlost shareholder approval and other conditions set forth in the definitive merger agreement, the transaction is anticipated to close in the fourth quarter of 2018 or first quarter of 2019.
F&M is being advised by ProBank Austin and Shumaker, Loop & Kendrick, LLP. Limberlost is being advised by Renninger & Associates, LLC and SmithAmundsen LLC.
Important Information for Investors and Shareholders:
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of F&M. F&M will file a registration statement on FormS-4 and other documents regarding the proposed business combination transaction referenced in this press release with the Securities and Exchange Commission (“SEC”) to register the shares of F&M’s common stock to be issued to the shareholders of Limberlost. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Limberlost in advance of a special meeting of Limberlost shareholders that will be held to consider the proposed merger. Investors and Limberlost shareholders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they will contain important information about F&M, Limberlost and the proposed transaction. Investors and shareholders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to Farmers & Merchants Bancorp, Inc., 307 N. Defiance Street, Archbold, Ohio 43502: Attention Investor Relations.
Limberlost and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Limberlost in connection with the proposed merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph, when it becomes available.
About Farmers & Merchants Bancorp, Inc.:
Farmers & Merchants Bancorp, Inc., Archbold, Ohio, is the holding company of Farmers & Merchants State Bank (the “Bank”), which was established in 1897. The Bank serves the financial needs of individuals, farmers, businesses, and industries by offering traditional banking products, as well as online, mobile and telephone banking products. F&M’s common shares are traded on the NASDAQ Capital Market exchange under the symbol “FMAO.” Additional information on F&M may be found on its website: www.fm.bank.com.
About Limberlost Bancshares, Inc.:
Limberlost Bancshares, Inc., Geneva, Indiana, is the holding company of Bank of Geneva, which was established in 1892. Additional information about Limberlost and Bank of Geneva may be found on its website: www.bankofgeneva.com.
Safe Harbor Statement:
Statements made in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties including, but not limited to, the successful completion and integration of the transaction contemplated in this release, which includes the retention of the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in the F&M’s filings with the SEC. As a result, actual results may differ materially from the forward-looking statements in this news release.
F&M encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. F&M undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. Copies of documents filed with the SEC are available free of charge at the SEC’s website at http://www.sec.gov and/or from F&M’s website.