Farmers National Banc Corp. · NASDAQ:FMNB
Farmers National Banc — Merger or Acquisition (June 2015)
12 slides from Farmers National Banc's merger presentation, Jun 25, 2015
Slide 1: Conference Call Presentation to Discuss Acquisition of Tri-State 1st Banc, Inc.
June 25, 2015 Conference Call Presentation to Discuss Acquisition of Tri-State 1st Banc, Inc. 1
Slide 2: Disclosure Statement
Disclosure Statement Forward-Looking Statements This investor presentation 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 the Company's current expectations rega
Slide 3: Additional Information for Stockholders
Additional Information for Stockholders In connection with the proposed merger, Farmers will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that will include a joint proxy statement and a Farmers prospectus, as well as other relevant documents concernin
Slide 4: NBOH Transaction Update
NBOH Transaction Update • Acquisition of National Bancshares Corp. completed on June 19th – Closing occurred in the 2nd Quarter of 2015 as expected – Creates the third largest community bank by asset size headquartered in Northeastern Ohio(1) – Enhances scale, profitability, growth potential, and br
Slide 5: TSOH Acquisition
TSOH Acquisition Transaction Highlights • Strengthens presence in attractive Columbiana County while underscoring Farmers’ commitment to the community – Pro-forma, Farmers will rank 2nd in market share with ~20% of the county’s deposits, trailing only Huntington – TSOH provides an attractive deposit
Slide 6: Transaction Overview
Transaction Overview • Each shareholder of TSOH will elect to receive $14.20 per share in cash or 1.747 shares of FMNB, subject to 75% of the shares being Structure/Consideration exchanged for stock and 25% for cash • $14.2 million based on FMNB’s closing price of $8.20 on June 23, 2015 • Deal value
Slide 7: 1st National Community Bank
1st National Community Bank Overview Branch Map Parent Name Tri-State 1st Banc, Inc. Date Established 6/1/1987 Industry Commercial Bank Primary Regulator OCC Chief Executive Officer Stephen R. Sant Number of Offices 5 Chief Financial Officer Jean Butch Edwards States of Operation OH(4),PA(1) Regulat
Slide 8: TSOH Perspective: Partnering with Farmers
TSOH Perspective: Partnering with Farmers • Maintains and strengthens community banking presence in Columbiana County – Opportunity to partner with a larger organization, yet still maintaining our community banking culture • Develops deeper, comprehensive banking platform with broader array of produ
Slide 9: Due Diligence Summary
Due Diligence Summary • Comprehensive due diligence process Key Modeling Assumptions • Estimated credit mark of $1.1 million on the • Credit due diligence lead by Farmers’ in- loan portfolio ($313 thousand in excess of house lending team and supplemented by 3/31/2015 loan loss reserves) BKD, LLC (“B
Slide 10: Pro Forma Loan Portfolio
Pro Forma Loan Portfolio Dollars in Thousands For the period ended March 31, 2015 PF Farmers Natl Bk of Canfield 1st National Community Bank Pro Forma Construction & Development $ 44,662 4.1% $ 1,558 2.3% $ 46,220 4.0% Secured by Farmland 52,906 4.9% 593 0.9% 53,499 4.6% 1 - 4 Family Real Estate 345
Slide 11: Pro Forma Deposit Mix
Pro Forma Deposit Mix Dollars in Thousands For the period ended March 31, 2015 PF Farmers Natl Bk of Canfield 1st National Community Bank Pro Forma Demand Deposits $ 105,668 7.9% $ 54,320 44.2% $ 159,988 11.0% NOW and ATS 56,049 4.2% 9,999 8.1% 66,048 4.5% MMDA and Savings 897,631 67.5% 32,016 26.0%
Slide 12: Summary Highlights
Summary Highlights • Strengthens Farmers’ presence in Columbiana County and initiates entry into Western Pennsylvania • Financially compelling: EPS accretive, minimal TBV dilution and IRR north of 20% • Attractive core deposit mix • Enhanced Southern Columbiana County and Western Pennsylvania leader
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