Filed Pursuant to Rule 424(b)(3)
Registration number 333-258811
MERGER PROPOSAL – YOUR VOTE IS VERY IMPORTANT
Farmers National Bank Corp. (“Farmers”), FMNB Merger Subsidiary IV, LLC, a new wholly owned subsidiary of Farmers (“Merger Sub”) and Cortland Bancorp (“Cortland”), entered into an agreement and plan to merge dated June 22 2021 (the “Merger Agreement”), which provides for the merger of Cortland with and into Merger Sub (the “Merger”). Completion of the Merger is subject to certain conditions, including, but not limited to, obtaining the required vote of Cortland shareholders and the approval of the Merger by various regulatory agencies. A copy of the merger agreement is attached Annex B to this proxy statement/prospectus.
Under the terms of the merger agreement, holders of Cortland common stock will be entitled to receive from Farmers, following the completion of the merger, merger consideration payable in the form of a combination of cash and Common Shares of Farmers to be calculated as set forth in the Merger Agreement. Upon the effectiveness of the merger, each common share of Cortland will be converted into the right to receive either: (i) 1.75 common shares, without par value, of Farmers, or (ii) $28.00 in cash, subject to certain award procedures established in the Merger Agreement designed to ensure that 75% of the outstanding common stock of Cortland is converted into the right to receive common stock of Farmers and that the remaining outstanding common stock of Cortland are converted into the right to receive cash. In addition, if at the time of the merger (i) the effective book value (as defined and calculated pursuant to the merger agreement) of Cortland is less than $75 million (the “floor target book value” and dollar amount of such shortfall, the “Shortage”), the cash consideration payable in respect of each Cortland common share will be reduced by an amount per Share determined by dividing the dollar amount of the shortfall earn by the number of Cortland common shares outstanding immediately prior to the effective time that are eligible to receive the cash consideration; or (ii) Cortland’s effective book value exceeds $81 million (the “Target Book Value Cap” and the dollar amount of such excess, the “Excess Amount”), the cash consideration payable in respect of which of each Cortland common share will be increased by an amount per share determined by dividing the dollar amount of the excess amount by the number of Cortland common shares outstanding immediately prior to the effective time that are eligible to receive the cash consideration. If the effective date of the merger is after October 1, 2021, the book value floor and the book value cap will be adjusted upward by an amount equal to the product of $26,000 and the number of days between the October 1, 2021 and the effective time, less any dividends paid by Cortland after October 1, 2021. See “ABSTRACT – What Cortland shareholders will receive in the merger.”
Farmers will not issue any fractional common shares in connection with the merger. Instead, each holder of Cortland common stock who would otherwise be entitled to receive a fraction of a Farmers common stock (after taking into account all of the Cortland common stock held by such holder at the time of the merger ) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the fractional Farmers common stock to which such holder would otherwise be entitled (rounded to the nearest thousand when expressed as decimal form), multiplied by the volume-weighted average, rounded to the nearest tenth of a cent of the closing price of Farmers common stock based on information published by the NASDAQ Capital Market (“NASDAQ”) for five trading days ending on the penultimate trading day preceding the effective time.
Cortland will hold a special meeting of its common stockholders to vote on the adoption and approval of the merger agreement. The special meeting of Cortland common stockholders will be held at: 11:00 a.m. local time, October 26, 2021, at Squaw Creek Country Club, 761 Youngstown Kingsville Road S., Vienna, Ohio 44473.
At the Special Meeting, Cortland common stockholders will be asked to approve and adopt the Merger Agreement and the contemplated transactions, including the Merger. Common stockholders will also be asked to approve a proposal to approve, on an advisory basis, specified compensation that may be payable to Cortland’s named executive officers in connection with the merger, and a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement and the transactions contemplated by it, including the Merger.
This document is Cortland’s proxy circular which it is using to solicit proxies for use at the special meeting of common stockholders to vote on the merger. It is also a prospectus relating to the issuance by Farmers of its common stock in connection with the merger. This proxy statement/prospectus describes Cortland’s special meeting, proposed merger and other related matters. The solicitation will be by mail, telephone and electronic means, the cost of which will be borne by Cortland.
Cortland’s Board of Directors has unanimously approved the Merger Agreement and the transactions contemplated therein, including the Merger, and recommends that Cortland Common Shareholders vote “FOR” the adoption and approval of the Merger Agreement, “FOR” the approval of the specified compensation and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there is no not enough votes at the time of the special meeting to adopt and approve the merger agreement.
Farmers common stock trades on the NASDAQ under the symbol “FMNB”. On June 22, 2021, the date the merger agreement was signed, the closing price of Farmers common stock was $16.87 per share. On September 16, 2021, the closing price of Farmers common stock was $15.02 per share. The value of Farmers common stock at the time of the completion of the Merger could be greater than, less than or equal to the value of Farmers common stock as of the date of this proxy statement/prospectus. We invite you to obtain current market quotations for Farmers common stock (trading symbol “FMNB”) and Cortland common stock (trading symbol “CLDB”)
We encourage you to read this document carefully, including the elements incorporated by reference in this document. In particular, you should read the “RISK FACTORSsection beginning on page 35 for a discussion of the risks associated with the merger and post-merger ownership of Farmers common stock.
Whether or not you intend to attend the Special Meeting, you are invited to vote by completing, signing and returning the enclosed proxy in the enclosed postage-paid envelope.
If you are a common stockholder of Cortland on the record date of September 22, 2021 and you do not vote for your shares in favor of the adoption and approval of the merger agreement, as required by law on the General Corporations of Ohio (“OGCL”), you will have the right to demand the fair cash value of your Cortland common stock. To exercise your “dissident rights”, you must comply with the specific requirements of the OGCL. To see “DISSIDENTS’ RIGHTS” on page 46 of this proxy statement/prospectus and the complete text of the applicable sections of the OGCL attached to this proxy statement/prospectus as Annex A. No holder of Farmers common stock is entitled to exercise the rights of a Dissenting Shareholder under the OGCL.