Cortland Bancorp (NASDAQ: CLDB) (“Cortland”) would like to thank
its shareholders for their support of the proposed merger with
Farmers National Banc Corp. (“Farmers”) and reminds those
shareholders that have not yet voted to vote without delay
”FOR” the merger
and the other proposals in Cortland’s proxy statement for the
special meeting of shareholders to be held on October 26, 2021 at
11:00 a.m., local time, at Squaw Creek Country Club, 761 Youngstown
Kingsville Road S., Vienna, Ohio 44473.
Cortland also reminds shareholders of the 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.
“We are pleased to announce that the leading
independent proxy advisory firms, Institutional Shareholder
Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
recommend that Cortland shareholders support the recommendation of
our Board and vote in favor of the merger with Farmers,” said James
M. Gasior, President and CEO. ISS and Glass Lewis are widely
recognized as the leading independent voting and corporate
governance advisory firms. ISS and Glass Lewis analyses and
recommendations are relied on by many major institutional
investment firms, mutual funds and fiduciaries throughout North
America.
Remember, Your Vote Is Important, No Matter How
Many or How Few Shares You Own.
HOW TO VOTE
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.
HOW TO COMPLETE ELECTION
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.
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. For additional information about
Farmers visit www.farmersbankgroup.com.
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 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. Gasior President and CEO 330.282.4111
Cortland Bancorp (NASDAQ:CLDB)
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