Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding
company for The Farmers National Bank of Canfield, and Cortland
Bancorp (“Cortland”) (NASDAQ: CLDB), the holding company for The
Cortland Savings and Banking Company, today announced an election
deadline of 5:00 p.m., Eastern Standard Time, October 25, 2021 (the
“Election Deadline”) for shareholders of Cortland to elect the form
of consideration they wish to receive for their shares of Cortland
common stock in connection with the proposed merger of Cortland
with and into FMNB Merger Subsidiary IV, LLC, a newly-formed,
wholly-owned subsidiary of Farmers (“Merger Sub”), pursuant to the
Agreement and Plan of Merger, dated as of June 22, 2021, by and
among Farmers, Merger Sub and Cortland (the “Merger”). The Election
Deadline may be extended, in which case Farmers and Cortland will
issue a press release announcing the new election deadline.
As previously announced, shareholders of Cortland
can elect to receive, for each Cortland common share held, either
cash or Farmers common shares in connection with the Merger,
although such elections are subject to proration, adjustment and
certain limitations as set forth in the Merger Agreement, which are
described in the joint Proxy Statement/Prospectus dated September
23, 2021, relating to the Merger. Shareholders of Cortland are
reminded that if they wish to make an election, they must complete,
sign and return a Letter of Transmittal and Election Form to
Computershare Trust Company, N.A., as exchange agent, by the
Election Deadline. Shareholders of Cortland who hold their common
shares through a broker, dealer, commercial bank, trust company or
other fiduciary, or through Cortland’s 401(k) plan, may have an
earlier election deadline and should carefully review any
instructions received from their broker, dealer, commercial bank,
trust company, other fiduciary or plan administrator. The documents
necessary for shareholders of Cortland to make an election for
their Merger consideration were mailed beginning September 27,
2021.
Shareholders of Cortland with questions regarding
the election procedures, who want up to date information on the
Election Deadline, or who wish to obtain copies of the election
materials, may contact Georgeson LLC, the Information Agent, at
866-431-2096.
A special meeting of the shareholders of Cortland
is being held on October 26, 2021 for purposes of considering and
voting on a proposal to approve the Merger Agreement. Shareholders
of Cortland with questions regarding the special meeting may
contact Advantage Proxy, Cortland’s proxy solicitor, by calling
toll-free at 1-877-870-8565, or for banks and brokers,
at 1-206-870-8565 or by email to
ksmith@advantageproxy.com.
The Merger remains subject to the approval by the
shareholders of Cortland at Cortland’s special meeting of the
shareholders and the satisfaction or waiver of the remaining
closing conditions set forth in the Merger Agreement.
ABOUT FARMERS NATIONAL BANC
CORP.
Founded in 1887, Farmers National Banc Corp. is a
diversified financial services company headquartered in Canfield,
Ohio, with over $3.3 billion in banking assets. Farmers National
Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers
National Bank of Canfield, a full-service national bank engaged in
commercial and retail banking with 41 locations in Mahoning,
Trumbull, Columbiana, Stark, Summit, Wayne, Medina, Geauga and
Cuyahoga Counties in Ohio and Beaver County in Pennsylvania;
Farmers Trust Company, which operates five trust offices and offers
services in the same geographic markets and Farmers National
Insurance, LLC. Total wealth management assets under care at June
30, 2021 were $3.1 billion.
ABOUT CORTLAND BANCORP
Cortland is a financial holding company
headquartered in Cortland, Ohio. Founded in 1892, the bank
subsidiary, The Cortland Savings and Banking Company conducts
business through 13 full-service community banking offices located
in the counties of Trumbull, Mahoning, Portage, Summit, and
Cuyahoga in Northeastern Ohio and a financial service center in
Fairlawn, Ohio. For additional information about Cortland Bank
visit http://www.cortlandbank.com.
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 Farmers’ and Cortland’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 Farmers’ or Cortland’s actual results, performance,
and achievements to be materially different from those expressed or
implied by the forward-looking statements. Factors that may cause
or contribute to these differences include, without limitation,
Farmers’ and Cortland’s failure to integrate Cortland and The
Cortland Savings and Banking Company with Farmers in accordance
with expectations; deviations from performance expectations related
to Cortland and The Cortland Savings and Banking Company; 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 Farmers’ and Cortland’s respective
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 Farmers’ and Cortland’s
respective filings with the Securities and Exchange Commission (the
“SEC”). Farmers and Cortland provide further detail regarding these
risks and uncertainties in their respective latest Form 10-Ks and
subsequent Form 10-Qs filed with the SEC, including in the
respective risk factors sections of such reports, as well as in
subsequent SEC filings.
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 release or made
elsewhere from time to time by Farmers, Cortland or on Farmers’ or
Cortland’s behalf, respectively. Forward-looking statements speak
only as of the date made, and neither Farmers nor Cortland assumes
any duty and does not undertake to update forward-looking
statements.
Important Additional
Information.
In connection with the proposed Merger, Farmers
has filed with the SEC a Registration Statement on
Form S-4 that includes a proxy statement of Cortland and
a prospectus of Farmers, as well as other relevant documents
concerning the proposed transaction. The joint proxy
statement/prospectus included in the Registration Statement on Form
S-4 should not be read alone, but should be read in conjunction
with the other information regarding Farmers, Cortland and the
proposed Merger that is contained in, or incorporated by reference
into, the Registration Statement on Form S-4. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale is unlawful before registration or
qualification of the securities under the securities laws of the
jurisdiction. No offer of securities shall be made except by means
of a prospectus satisfying the requirements of Section 10 of
the Securities Act.
SHAREHOLDERS OF CORTLAND AND OTHER INVESTORS ARE
URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED IN THE EFFECTIVE REGISTRATION STATEMENT ON FORM S-4
AND ANY OTHER RELEVANT DOCUMENTS FARMERS HAS FILED OR MAY FILE WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE
INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FARMERS, CORTLAND, AND THE PROPOSED MERGER.
Investors and security holders may obtain free copies of the
Registration Statement on Form S-4 and other documents filed
with the SEC by Farmers or Cortland through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Farmers are available free of charge by
accessing the “Investor Relations” section of Farmers’ website at
www.farmersbankgroup.com or, alternatively, by directing a request
to Farmers Investor Relations, Farmers National Banc Corp., 20
South Broad Street, Canfield, Ohio 44406,
(330) 533-3341. The reports and other information filed
by Cortland with the SEC are available free of charge by accessing
the “Investor Relations” section of Cortland’s website at
www.cortlandbank.com or, alternatively, by directing a request by
telephone or mail to Cortland Bancorp., 194 West Main Street,
Cortland, Ohio 44410, (330) 282-4161.
The respective directors and executive officers of
Farmers and Cortland and other persons may be deemed to be
participants in the solicitation of proxies from Cortland
shareholders with respect to the proposed Merger. Information
regarding the directors and executive officers of Farmers is
available in its proxy statement filed with the SEC on March 12,
2021 in connection with its 2021 Annual Meeting of Shareholders.
Information regarding directors and executive officers of Cortland
is available on its website at www.cortlandbank.com. Other
information regarding the participants in the solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the joint proxy
statement/prospectus included in the Registration Statement on Form
S-4 and other relevant materials filed with the SEC.
Contact: James M. GasiorPresident and CEO330.282.4111
Cortland Bancorp (NASDAQ:CLDB)
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