Press release
Farmers National Banc Corp. and Middlefield Banc Corp. Announce Definitive Merger Agreement
The merger will create the region’s premier community banking franchise with over $7 billion total assets Unlocks meaningful growth opportunities and
About this update from Farmers National Banc Corp.
[{"type":"text","content":"\n\nThe merger will create the region’s premier community banking franchise with over $7 billion total assets\n\n\n\nUnlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise\n\n\n\n83 branches serving Northeast and Central Ohio and Western Pennsylvania\n\n\n\nEnhances profitability profile through increased operating leverage\n\n\n\nAccretive to pro forma TCE/TA\n\n\n\nTransaction expected to close by the end of the first quarter of 2026 after shareholder and regulatory approvals\n\n\n\n CANFIELD, Ohio & MIDDLEFIELD, Ohio--(BUSINESS WIRE)--\nFarmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company (“Middlefield Bank”), jointly announced today the signing of a definitive merger agreement (the “Agreement”) pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction. The Agreement was unanimously approved by the boards of directors of both companies.\n\n\nPursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on October 20, 2025, the proposed transaction is valued at approximately $299.0 million, or $36.17 per Middlefield share. The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals. The transaction is expected to close by the end of the first quarter of 2026.\n\n\nAt the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ Board of Directors. For additional information about the proposed merger, please see the Investor Presentation – Merger, filed as Exhibit 99.4 to Farmers’ Form 8-K filed on October 22, 2025.\n\n\nKevin J. Helmick, President and CEO of Farmers, stated, “We are excited to announce the merger with Middlefield. This is our seventh bank acquisition in the last 10 years and reflects our proven track record of executing and integrating strategic M&A. The merger brings t...