Farmers National Banc, Middlefield Banc to merge in all-stock transaction

Farmers National Banc (FMNB) and Middlefield Banc (MBCN) jointly announced the signing of a definitive merger 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. Pursuant 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, the proposed transaction is valued at approximately $299M, 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. At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ board of directors. Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank and Middlefield Bank’s branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4B in assets and 83 branch locations throughout Ohio and western Pennsylvania. As of September 30, Middlefield had total assets of approximately $2B, which included total loans of $1.6B, deposits of $1.6B and stockholders’ equity of $224.1M.