EMLENTON, Pa., May 25, 2018 (GLOBE NEWSWIRE) -- Emclaire Financial Corp (NASDAQ:EMCF), the parent holding company of The Farmers National Bank of Emlenton, and Community First Bancorp, Inc., the holding company of Community First Bank, jointly announced today that they have entered into an Agreement and Plan of Merger providing for the acquisition of Community by Emclaire.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both institutions, Community will merge into Emclaire and immediately thereafter Community First Bank will merge into Farmers National. Shareholders of Community will receive 1.2008 shares of Emclaire common stock and $6.95 in cash for each share of Community common stock upon completion of the merger or approximately $17 million in the aggregate. In addition, each share of preferred stock of Community First Bank will be exchanged for similar shares of preferred stock of Emclaire.
William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Farmers National, stated, “We are excited about the opportunity to partner with Community First as we continue to build a stronger franchise in the Pittsburgh and Western Pennsylvania region. This transaction strengthens our market position in Clarion and Jefferson counties and reflects our strategy to develop business within our market areas while we continue to seize on opportunities for future expansion. Community has an attractive balance sheet and strong customer relationships. We believe we can provide Community First’s customers with a broader array of banking services, including expanded commercial and consumer lending capabilities and a more robust array of depository products and services. This partnership with Community First is a positive milestone in attaining our vision of becoming a community bank with over $1 billion in assets, and enhances the value of our banking franchise by getting closer to a market capitalization of over $100 million.”
The transaction is expected to be accretive to Emclaire’s earnings per share in the first full year of combined operations, excluding one-time charges. The merger is subject to the approval of the appropriate banking regulatory authorities and an affirmative vote of the shareholders of Community and Community First Bank. It is expected that the transaction should be completed in the fourth quarter of 2018.
Henry H. Deible, President and Chief Executive Officer of Community and Community First Bank said, “We are excited to be joining Emclaire and Farmers National and believe that the combination will benefit our shareholders, customers and the communities we serve. We are thrilled about the new products and services that will be available to our customers.” Mr. Deible further stated, “I look forward to working with Mr. Marsh and the entire Emclaire team.”
Upon completion of the merger, Henry H. Deible, President and Chief Executive Officer of Community, and Henry H. Deible, II, a director of Community, will join the boards of directors of Emclaire and Farmers National. All of the directors and executive officers of Community have entered into voting agreements with Emclaire pursuant to which they have agreed to vote their shares in favor of the merger.
At March 31, 2018, Emclaire had consolidated assets of approximately $755.8 million, deposits of $666.7 million, net loans of $584.5 million and shareholders' equity of $58.9 million. At March 31, 2018, Community had assets of approximately $130.6 million, deposits of $106.6 million, net loans of $112.8 million and total equity of $13.3 million.
When the transaction is consummated, the combination of the two banking companies will create a bank with approximately $900 million in total assets providing banking services through 20 locations throughout Western Pennsylvania and in Hancock County, West Virginia. The transaction will strengthen Emclaire’s presence in Clarion and Jefferson counties, Pennsylvania. In addition, following the merger, Emclaire’s market capitalization will increase to over $90 million.
Silver, Freedman, Taff & Tiernan LLP, Washington, DC acted as legal counsel to Emclaire in the transaction and Raymond James & Associates, Inc. served as financial advisor. Bybel Rutledge LLP, Lemoyne, PA acted as legal counsel and Commonwealth Advisors, Inc. served as financial advisor to Community.
About Emclaire Financial Corp
Emclaire Financial Corp is the parent company of The Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community bank headquartered in Emlenton, Pennsylvania, operating 17 full service offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer counties, Pennsylvania and Hancock county, West Virginia. Emclaire’s common stock is quoted on and traded through the NASDAQ Capital Market under the symbol “EMCF”. For more information, visit Emclaire’s website at “www.emclairefinancial.com.”
About Community First Bancorp, Inc.
Community First Bancorp, Inc. is the parent company of Community First Bank, a Pennsylvania chartered bank located in Reynoldsville, Pennsylvania. Community First Bank operates four offices located in Reynoldsville, Sykesville, Punxsutawney and Clarion, Pennsylvania and a loan production office in DuBois, Pennsylvania.
