Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB),
the holding company for The Farmers National Bank of Canfield (“Farmers
National Bank”), and Tri-State 1st Banc, Inc. (“Tri-State”) (OTC Pink:
TSOH), the holding company for 1st National Community Bank (“1st
National”), today announced that the shareholders of Tri-State have
approved the Agreement and Plan of Merger providing for the merger of
Tri-State with and into FMNB Merger Subsidiary, LLC, a newly-formed,
wholly-owned subsidiary of Farmers (the “Merger”).
“The combination of these two companies enables us to provide
shareholder value on both sides, while celebrating and executing the
community banking model that we are all so passionate about,” stated
Kevin J. Helmick, President & CEO, Farmers.
As announced previously, in connection with the Merger, shareholders of
Tri-State will be entitled to receive 1.747 of Farmers common shares or
$14.20 in cash, for each common share of Tri-State held, subject to
proration and adjustment procedures which were described in the Proxy
Statement/Prospectus dated August 17, 2015, relating to the Merger. All
regulatory approvals for the Merger have been received, and Farmers and
Tri-State expect to complete the Merger on or about October 1, 2015,
subject to satisfaction of other customary closing conditions.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers is a diversified financial services company
headquartered in Canfield, Ohio, with approximately $1.6 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 33 banking
locations in Mahoning, Trumbull, Columbiana, Stark, Wayne, Medina, 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.
If the Merger is completed, Farmers is projected to have assets of over
$1.8 billion and will operate 38 branches.
ABOUT TRI-STATE 1ST BANC, INC.
Founded in 1995, Tri-State is an Ohio Financial Holding Company and is
the parent of 1st National which was founded in 1987. Tri-State is
headquartered in East Liverpool, Ohio and has approximately $140 million
in banking assets. 1st National is a full-service national bank engaged
in commercial and retail banking with four banking locations in
Columbiana County, Ohio and Beaver County, Pennsylvania. 1st National
also operates a full-service trust department.
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 its business strategies and its
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 could cause Farmers’ actual results to differ
materially from those described in the forward-looking statements can be
found in Farmers’ Annual Report on Form 10-K for the year ended
December 31, 2014, as amended, which has been filed with the Securities
and Exchange Commission (the “SEC”) and is available on Farmers’ website
(www.farmersbankgroup.com)
and on the SEC’s website (www.sec.gov).
Factors that may cause or contribute to these differences also include,
without limitation, the Company’s failure to integrate Tri-State and 1st
National in accordance with expectations; deviations from performance
expectations related to Tri-State and 1st National; 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
SEC.
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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