EMCLAIRE FINANCIAL CORP: M&A transaction — Emclaire Financial Corp. completes merger with Farmers National Banc Corp.

EMCLAIRE FINANCIAL CORP

Emclaire shareholders received $40.00 cash or 2.15 shares of Farmers common stock per share, with 70% overall stock election limit.
Effective January 1, 2023, Emclaire merged into FMNB Merger Sub V, LLC, a subsidiary of Farmers.
Emclaire common stock was delisted from Nasdaq and deregistration with the SEC is planned.
All Emclaire directors and executive officers ceased serving in their roles at the effective time.

item 2.01 item 3.01 item 3.03 item 5.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EMCLAIRE FINANCIAL CORP: Amended and Restated Articles of Incorporation and Bylaws ceased to be in effect by operation of law due to merger.

Change: charter amendment

Exact text from the filing

As of the Effective Time, the Amended and Restated Articles of Incorporation and Bylaws of Emclaire ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

EMCLAIRE FINANCIAL CORP underwent a change of control involving Farmers National Banc Corp. for $40.00 in cash or 2.15 shares of Farmers Common Stock (closed 2023-01-01).

Action: change of control
Counterparty: Farmers National Banc Corp.
Consideration: $40.00 in cash or 2.15 shares of Farmers Common Stock
Closing: 2023-01-01

Exact text from the filing

prior to the Effective Time (except for certain Emclaire Common Stock held directly by Emclaire or Farmers) was converted into the right to receive, without interest, $40.00 in cash (the “Cash Consideration”) or 2.15 shares of common stock, without par value, of Farmers (“Farmers Common Stock”) (the “Stock Consideration” and with the Cash

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Source: SEC EDGAR

accession 0001193125-23-000305

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