EMLENTON, Pa., May 04, 2017 (GLOBE NEWSWIRE) -- Emclaire Financial Corp (NASDAQ:EMCF), the parent holding company of The Farmers National Bank of Emlenton, and Northern Hancock Bank & Trust Co. jointly announced today that they have entered into an Agreement and Plan of Merger providing for the acquisition of Northern Hancock by Emclaire.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both institutions, Northern Hancock will merge into Farmers National and shareholders of Northern Hancock will receive 0.9793 shares of Emclaire common stock and $3.35 in cash for each share of common stock of Northern Hancock upon completion of the merger or approximately $1.9 million in the aggregate.
William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Farmers National, stated, “This transaction expands our banking footprint into the upper panhandle of West Virginia, broadens our franchise, strengthens our market position and builds on our strategy to develop business in expanding and adjacent market areas. Northern Hancock has an attractive balance sheet and strong customer relationships. We believe we can provide their customers with a broader array of banking services, including expanded commercial and consumer lending capabilities and a more robust array of depository products and services.”
The transaction is expected to be accretive to tangible book value per share at closing and accretive to Emclaire’s earnings per share for the remainder of 2017 following the merger, excluding one-time charges, and 6% accretive to earnings in 2018 and higher in future years. The merger is subject to the approval of the appropriate banking regulatory authorities and an affirmative vote of the shareholders of Northern Hancock. It is expected that the transaction should be completed late in the third or early in the fourth quarter of 2017.
Mark A. Mangano, President and Chief Executive Officer of Northern Hancock, said, “We are thrilled to be joining Emclaire and Farmers National, which is a premier community banking franchise. We are excited about the new products and services that will be available to our customers in the communities we serve.”
At March 31, 2017, Emclaire had consolidated assets of approximately $706 million, deposits of $606 million, net loans of $535 million and shareholders' equity of $55 million. At March 31, 2017, Northern Hancock had assets of approximately $27 million, deposits of $23 million, net loans of $19 million and shareholders' equity of $3.2 million.
When the transaction is consummated, the combination of the two banking companies will create a bank with approximately $750 million in total assets providing banking services through 18 locations. The transaction will expand Emclaire's Western Pennsylvania franchise into Hancock County, West Virginia, which is approximately 20 miles southwest of the proposed site for Shell’s petrochemical “cracker” plant.
Silver, Freedman, Taff & Tiernan LLP, Washington, DC acted as legal counsel to Emclaire in the transaction. Keevican, Weiss, Bauerle & Hirsh, LLC, Pittsburgh, PA acted as legal counsel and Renaissance Partners, LLC acted as financial advisor to Northern Hancock.
About Emclaire Financial Corp
Emclaire Financial Corp is the parent company of The Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community bank headquartered in Emlenton, Pennsylvania, operating 17 full service offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer counties, Pennsylvania. Emclaire’s common stock is quoted on and traded through the NASDAQ Capital Market under the symbol “EMCF”. For more information, visit Emclaire’s website at “www.emclairefinancial.com”.
About Northern Hancock Bank & Trust Co.
Northern Hancock Bank & Trust Co. is a West Virginia bank headquartered in Newell, West Virginia. Northern Hancock operates two offices located in Hancock County, West Virginia.
