Item 7.01. Regulation FD Disclosure.
On December 5, 2022, Emclaire Financial Corp. (Emclaire") and Farmers National
Banc Corp. ("Farmers") issued a joint press release announcing that Farmers has
received the regulatory approvals, including approval from the Board of
Governors of the Federal Reserve System and the Office of the Comptroller of the
Currency, necessary to complete the proposed merger of Emclaire with and into
FMNB Merger Subsidiary V, LLC, a wholly-owned subsidiary of Farmers ("Merger
Sub"), pursuant to the Agreement and Plan of Merger, dated as of March 23, 2022
(the "Merger Agreement"), by and among Farmers, Merger Sub and Emclaire (the
"Merger"), and the related merger of The Farmers National Bank of Emlenton, the
banking subsidiary of Emclaire, with and into The Farmers National Bank of
Canfield, the national banking subsidiary of Farmers. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference. The Merger is expected to be completed in
January 2023.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed"
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section. Furthermore, the information in this Item 7.01 and
Exhibit 99.1 shall not be deemed to be incorporated by reference into the
filings of Emclaire under the Securities Act, except as may be expressly set
forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated December 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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