Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB),
the holding company for The Farmers National Bank of Canfield (“Farmers
National Bank”), and National Bancshares Corporation (“National
Bancshares”) (OTCQX: NBOH), the holding company for First National Bank
of Orrville (“First National Bank”), today announced that the
shareholders of each institution had approved the Agreement and Plan of
Merger between Farmers and National Bancshares (the “Merger”).
“I am pleased by both companies’ strong shareholder support and happy
that our shareholders recognized how meaningful this merger is to the
long term performance of our company,” stated Kevin J. Helmick,
President & CEO, Farmers.
As announced previously, in connection with the Merger, shareholders of
National Bancshares will be entitled to receive 4.034 Farmers common
shares or $32.15 in cash, for each common share of National Bancshares
held, subject to proration and adjustment procedures which were
described in the Joint Proxy Statement/Prospectus of Farmers and
National Bancshares dated May 11, 2015.
All regulatory approvals for the Merger have been received, and Farmers
and National Bancshares expect to complete the Merger on or about June
19, 2015.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers is a diversified financial services company
headquartered in Canfield, Ohio, with more than $1 billion in banking
assets and $1 billion in trust assets. Farmers’ wholly-owned
subsidiaries are comprised of Farmers National Bank, a full-service
national bank engaged in commercial and retail banking with 19 banking
locations in Mahoning, Trumbull, Columbiana, Stark and Cuyahoga Counties
in Ohio, Farmers Trust Company, which operates two trust offices and
offers services in the same geographic markets and National Associates,
Inc. Farmers National Insurance, LLC, a wholly-owned subsidiary of
Farmers National Bank, offers a variety of insurance products.
Upon the Merger completion, Farmers is projected to have assets of
approximately $1.7 billion and will operate 33 branches.
ABOUT NATIONAL BANCSHARES CORPORATION
National Bancshares’ subsidiary, First National Bank, is headquartered
in Orrville, Ohio with fourteen banking offices in Orrville, Massillon,
Wooster, Apple Creek, Dalton, Kidron, Lodi, Mt. Eaton, Salem, Seville
and Smithville.
FORWARD LOOKING STATEMENTS
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 the
Company's current expectations regarding our business strategies and
their 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 may cause or contribute to these differences
include, without limitation, the Company's failure to integrate National
Bancshares and First National Bank in accordance with expectations;
deviations from performance expectations related to National Bancshares
and First National 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 Securities and Exchange
Commission.
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.
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