Farmers National Banc Corp. (NasdaqCM:FMNB) entered into an agreement and plan of merger to acquire Emclaire Financial Corp (NasdaqCM:EMCF) for approximately $100 million on March 23, 2022. Pursuant to the Agreement, each shareholder of Emclaire may elect to receive either $40 per share in cash or 2.15 shares of Farmers' common stock, subject to an overall limitation of 70% of the shares being exchanged for Farmers' shares and 30% for cash. The Farmers National Bank of Emlenton (Emlenton Bank), the banking subsidiary of Emclaire will merge with and into The Farmers National Bank of Canfield (Farmers Bank), the national banking subsidiary of Farmers, Farmers Bank will be the surviving bank. If the Merger Agreement is terminated under certain conditions, Emclaire has agreed to pay to Farmers a termination fee of $3.75 million. William C. Marsh, the current President and Chief Executive Officer and Chairman of the Board of Emclaire and Emlenton Bank, will join Farmers as Senior Vice President and as Market President, Pennsylvania, after the merger. Furthermore, Farmers intends to name one director from Emclaire's board to join its Board of Directors immediately after the merger and appoint the remaining non-employee directors of Emclaire to a newly formed advisory board for the Pennsylvania Region.

Consummation of the merger is subject to certain conditions, including, among others: (a) the approval of the Merger by the shareholders of Emclaire; (b) the approval for listing on The NASDAQ Stock Market, subject to official notice of issuance, of Farmers Common Shares to be issued in the Merger; (c) the effectiveness of the Registration Statement on Form S-4 (the “Form S-4”) to be filed by Farmers with the Securities and Exchange Commission (the “SEC”) to register Farmers Common Shares to be issued to the shareholders of Emclaire in the Merger; (d) the absence of any injunctions or other legal restraints preventing or rendering illegal the transactions contemplated by the Merger Agreement; (e) the receipt of regulatory and other governmental approvals required to consummate the Merger and the Bank Merger and the expiration of applicable waiting periods; (f) the accuracy of specified representations and warranties of each party; (g) the receipt by each party of an opinion from its legal counsel to the effect that the Merger will qualify as a “reorganization” for U.S. federal income tax purposes; and (h) the agreement of Marsh to serve as Senior Vice President of Farmers and Market President, Pennsylvania, of the Surviving Bank, as of immediately following the Effective Time. In connection with the execution of the Merger Agreement, the directors and certain executive officers of Emclaire have entered into substantially identical voting agreements with Farmers pursuant to which such directors and executive officers have agreed, among other things, to vote their respective Emclaire Common Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby. The merger must receive approval or waivers of application from the OCC, the Federal Reserve and the Pennsylvania Department before the Merger may be consummated. The board of directors of Emclaire has unanimously approved the merger agreement. As of July 20, 2022, the shareholders of Emclaire have voted to approve the agreement. As of September 19, 2022, the Pennsylvania Department of Banking and Securities has approved the transaction. As of December 5, 2022, parties have received 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. The merger is expected to close in the second half of 2022. As of July 20, 2022, the closing of the transaction is to occur later in the third quarter of 2022. As of November 8, 2022, transaction is expected to close in the last quarter of 2022. As of December 5, 2022, the Merger is expected to be completed in January of 2023. The transaction is financially attractive with double-digit EPS accretion anticipated.

Robert Toma of Raymond James & Associates, Inc. acted as financial advisor and fairness opinion provider and Kenneth B. Tabach of Silver, Freedman, Taff & Tiernan LLP acted as legal advisor to Emclaire Financial Corp. John Schramm and Dan Flaherty of Janney Montgomery Scott LLC acted as financial advisor and J. Bret Treier of Vorys Sater Seymour & Pease acted as legal advisor to Farmers National Banc Corp. Computershare, Inc. and its wholly owned subsidiary Computershare Trust Company, National Association acted as exchange agents to Farmers National Banc Corp. Alliance Advisors acted as the information agent to Emclaire and will receive a fee of approximately $6,000 for its services. Emclaire has agreed to pay Raymond James a fee of approximately $1.6 million for advisory services in connection with the merger, $25,000 of which was paid in connection with its engagement as Emclaire's financial advisor and $0.25 million of which was paid in connection with the delivery of its opinion. Janney Montgomery Scott LLC also provided fairness opinion to Farmers National Banc. American Stock Transfer & Trust Company, LLC acted as transfer agent to Emclaire.

Farmers National Banc Corp. (NasdaqCM:FMNB) completed the acquisition of Emclaire Financial Corp (NasdaqCM:EMCF) on January 1, 2023. Pursuant to the terms of the Merger Agreement, at the Effective Time, Emclaire merged with and into Farmers, with Farmers as the surviving entity in the deal. As a result of the transaction, the Emclaire Common Stock is no longer listed on Nasdaq.