Emclaire Financial Corp (NASDAQ:EMCF) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
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Entry into a Material Definitive Agreement |
On May 4, 2017, Emclaire Financial Corp (Emclaire) entered into
an Agreement and Plan of Merger (the Merger Agreement) with
Northern Hancock Bank and Trust Co., a West Virginia chartered
bank (NHBT), providing for the merger of NHBT with and into The
Farmers National Bank of Emlenton (Farmers National), the wholly
owned national banking subsidiary of Emclaire (the Merger).
Subject to the terms and conditions of the Merger Agreement,
which has been unanimously approved by the Boards of Directors of
Emclaire and NHBT, upon completion of the Merger, each
outstanding share of common stock, par value $10.00 per share, of
NHBT issued and outstanding immediately prior to the effective
time of the Merger (other than certain shares held directly or
indirectly by Emclaire or Farmers National or shares held by
shareholders of NHBT who exercise their dissenters rights), will
be cancelled and converted automatically into the right to
receive 0.9793 of a share of common stock, par value $1.25 per
share, of Emclaire, subject to adjustment, plus $3.35 in cash.
The Merger Agreement contains customary representations and
warranties from both Emclaire and NHBT, and each have agreed to
customary covenants, including, among others, covenants relating
to: (1) the conduct of NHBTs business during the interim period
between the execution of the Merger Agreement and the completion
of the Merger; (2) NHBTs obligation to convene and hold a meeting
of its shareholders to consider and vote upon the approval of the
Merger Agreement and the transactions contemplated by it; and (3)
subject to certain exceptions, the recommendation by the Board of
Directors of NHBT in favor of the approval by its shareholders of
the Merger, the Merger Agreement and the other transactions
contemplated it. NHBT has also agreed not to (1) solicit
proposals relating to alternative business combination
transactions or (2) subject to certain exceptions, enter into any
discussions, or enter into any agreement, concerning, or provide
confidential information in connection with, any proposals for
alternative business combination transactions.
Completion of the Merger is subject to certain customary
conditions, including, among others, (1) approval of the Merger
Agreement by NHBTs shareholders; (2) receipt of required
regulatory approvals; and (3) the absence of any injunction,
order or other legal restraint prohibiting the completion of the
Merger. Subject to the receipt of all required approvals and the
satisfaction of all other conditions, the Merger is expected to
be completed in the third or fourth quarter of 2017.
The Merger Agreement contains certain termination rights for
Emclaire and NHBT, as the case may be, applicable in the
following circumstances: (1) the mutual written consent of the
parties; (2) if the Merger has not been completed by February 28,
2018, but only if the failure to complete the Merger is not due
to the failure of the terminating party to comply with the Merger
Agreement; (3) the failure of NBHTs shareholders to approve the
Merger Agreement and the Merger by the required vote; (4) a
breach of the Merger Agreement by the other party that is not or
cannot be cured or is not waived within 30 days after notice of
such breach, if such breach would result in a failure of the
conditions to closing set forth in the Merger Agreement; (5) if
any required regulatory approvals for consummation of the Merger
or the other transactions contemplated by the Merger Agreement
are denied; (6) by Emclaire if NHBT shall have received a
superior proposal and the NHBT Board of Directors enters into an
acquisition agreement with respect to a superior proposal and
terminates the Merger Agreement or fails to recommend that the
shareholders of NHBT adopt the Merger Agreement or if it
withdraws, modifies or changes such recommendation in a manner
which is adverse to Emclaire; or (7) by NHBT in order to accept a
superior proposal, which has been received and considered by NHBT
in compliance with the applicable terms of the Merger Agreement.
In addition, the Merger Agreement provides that, upon termination
of the Merger Agreement in certain circumstances, NHBT may be
required to pay Emclaire a termination fee of $250,000.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is filed as Exhibit
10.1 hereto, and is incorporated into this report, by reference.
| ITEM8.01 | Other Events |
On May 4, 2017, Emclaire and NHBT issued a press release
announcing that they had entered into the Merger Agreement. A
copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995, as amended. Forward-looking statements do not relate
strictly to historical or current facts. Forward-looking
statements reflect managements current views and estimates of
future economic circumstances, industry conditions, company
performance and financial results. They often include the words
believe, expect, anticipate, intend, plan, estimate or words of
similar meaning, or future or conditional verbs such as will,
would, should, could or may. Forward-looking statements, by their
nature, are subject to risks and uncertainties. A number of
factors many of which are beyond our control could cause actual
conditions, events or results to differ significantly from those
described in the forward-looking statements. Forward-looking
statements regarding the transaction are based upon currently
available information.
Actual results could differ materially from those indicated
in forward-looking statements. Among other factors, actual
results may differ from those described in forward-looking
statements due to: the possibility that the proposed transaction
does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions
to closing are not received or satisfied on a timely basis or at
all; the terms of the proposed transaction may need to be
modified to obtain such approvals or satisfy such conditions; the
anticipated benefits from the proposed transaction are not
realized in the time frame anticipated or at all as a result of
changes in general economic and market conditions, interest
rates, laws and regulations and their enforcement, and the degree
of competition in our markets; the ability to promptly and
effectively integrate the businesses of the companies; the
reaction of the companies customers to the transaction; diversion
of management time on merger-related issues; changes in asset
quality and credit risk; the inability to sustain revenue and
earnings; and competitive conditions.
Emclaires Annual Report on Form 10-K and other reports filed
with the SEC describe some additional factors which could cause
actual conditions, events or results to differ significantly from
those described in forward-looking statements. Forward-looking
statements speak only as of the date they are made.
Copies of Emclaires reports filed with the SEC are available
in the Financial Information section of Emclaires website,
www.emclairefinancial.com. We do not undertake to update
forward-looking statements to reflect circumstances or events
that occur after the date the forward-looking statements are made
or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find
It
This Current Report on Form 8-K is being made to and in
compliance with Rules 165 and 425 of the Securities Act of 1933
and does not constitute an offer of any securities for sale or a
solicitation of an offer to buy any securities. In connection
with the proposed transaction, Emclaire and NHBT will file a
proxy statement/prospectus as part of a registration statement on
Form S-4 regarding the proposed transaction with the Securities
and Exchange Commission, or SEC. Investors and security holders
are urged to read the proxy statement/prospectus because it will
contain important information about Emclaire and NHBT and the
proposed transaction. The final proxy statement/prospectus will
be mailed to shareholders of NHBT. Investors and security holders
may obtain a free copy of the definitive proxy
statement/prospectus and other documents when filed with the SEC
at the SECs website at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents may also be
obtained free of charge from Emclaire by directing such requests
to the Secretary of Emclaire (Amanda L. Engles) at 612 Main
Street, Emlenton, Pennsylvania 16373, telephone (844) 767-2311,
or from NHBT by directing such requests to the Secretary of NHBT
(John Ash) 226 Washington Street, Newell, West Virginia 26050,
telephone (304) 387-9900.
Participants in the Solicitation
Emclaire and NHBT and their respective directors, executive
officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
concerning all of the participants in the solicitation will be
included in the proxy statement/prospectus relating to the
proposed transaction when it becomes available. Each of these
documents is, or will be, available free of charge at the SECs
Web site at www.sec.gov and from Emclaires website at
www.emclairefinancial.com.
| ITEM 9.01 | Financial Statements and Exhibits | |
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | Exhibits |
The following exhibits are filed herewith.
| Exhibit Number | Description | |
| 10.1 |
Agreement and Plan of Merger by and between Emclaire Financial Corp and Northern Hancock Bank and Trust Co., dated as of May 4, 2017 |
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| 99.1 | Joint Press Release dated May 4, 2017 |
About Emclaire Financial Corp (NASDAQ:EMCF)
Emclaire Financial Corp is a financial holding company. The Company provides a range of retail and commercial financial products and services to customers in western Pennsylvania through its subsidiary bank, The Farmers National Bank of Emlenton (the Bank). The Company also provides real estate settlement services through its subsidiary, Emclaire Settlement Services, LLC (the Title Company). The Bank’s primary business consists of attracting deposits from the public and investing the funds in real estate loans secured by liens on residential and commercial property, consumer loans, commercial business loans, marketable securities and interest-earning deposits. It offers a range of deposit account products to both consumer and commercial deposit customers, including time deposits, noninterest bearing and interest bearing demand deposit accounts, savings deposits and money market accounts. The Bank operates through a network of approximately 10 retail branch offices. Emclaire Financial Corp (NASDAQ:EMCF) Recent Trading Information
Emclaire Financial Corp (NASDAQ:EMCF) closed its last trading session 00.00 at 29.56 with 130 shares trading hands.