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June 21, 2022
Dear Emclaire Financial Corp. Shareholder:
This package is being mailed to you as a holder of record of shares of common stock of Emclaire Financial Corp. (“Emclaire”) in connection with the merger of Emclaire with and into FMNB Merger Subsidiary V, LLC (“Merger Sub”), a wholly-owned subsidiary of Farmers National Banc Corp. (“Farmers”) pursuant to the terms of the Agreement and Plan of Merger, dated as of March 23, 2022 (as it may be amended from time to time, the “Merger Agreement”), entered into by and among Emclaire, Merger Sub and Farmers (the “Merger”). Pursuant to the Merger Agreement, each outstanding Emclaire common share will be converted at the effective time of the Merger into the right to receive, at the election of the holder, one of the following:
| ● | | 2.15 Farmers common shares (a “Stock Election”); or |
| ● | | $40.00 in cash without interest (a “Cash Election”) |
subject, however, to proration, adjustment and certain allocation procedures set forth in the Merger Agreement intended to ensure that 70% of the outstanding Emclaire common shares are converted into the right to receive Farmers common shares and 30% of the outstanding Emclaire common shares are converted into the right to receive cash.
On March 23, 2022, the date the Merger Agreement was executed, the per share closing price for Farmers common shares was $ 17.02, which, after giving effect to the exchange ratio of 2.15 and the cash amount of $40.00, would have an implied value of approximately $37.62 per Emclaire common share. As of June 7, 2022, the most reasonably practicable date prior to the mailing of the proxy statement/prospectus dated June 8, 2022 (as it may be amended from time to time, the “Proxy Statement/Prospectus”), the closing price for Farmers common shares was $15.70, which had an implied value of approximately $33.76 per Emclaire common share. Based on this price with respect to the stock consideration, and the cash consideration of $40.00 per share, upon completion of the Merger, an Emclaire common shareholder who receives stock for 70% of such shareholder’s common shares and receives cash for 30% of such shareholder’s common shares would receive total Merger consideration with an implied value of approximately $35.63 per Emclaire common share.
Emclaire is holding a special meeting of shareholders virtually at 9:00 a.m., Eastern Time, on July 20, 2022. Pending approval of the Merger Agreement by the Emclaire shareholders and satisfaction of certain other closing conditions specified in the Merger Agreement, we currently expect that the Merger will be consummated during the second half of 2022.
Enclosed is an Election Form and Letter of Transmittal and related Instructions that pertain to the Merger. In order to make an election, please complete, sign and return the Election Form and Letter of Transmittal to Computershare Trust Company, N.A. (the “Exchange Agent”), at one of the addresses set forth in the Instructions, so that it is RECEIVED no later than July 19, 2022. Please also return with your Election Form and Letter of Transmittal all share certificate(s) or confirmation of book-entry transfer, as applicable, representing your Emclaire common shares. Do not send your election materials directly to Farmers or Emclaire.
03NRFA