Emclaire Financial Corp and Community First Bancorp Announce Shareholder and Regulatory Approvals of Merger Agreement

9/23/18

EMLENTON, Pa. and REYNOLDSVILLE, Pa., Sept. 21, 2018 (GLOBE NEWSWIRE) -- Emclaire Financial Corp (NASDAQ: EMCF), the 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 the shareholders of Community First approved and adopted the Agreement and Plan of Merger providing for the merger of Community with and into Emclaire at a special meeting of shareholders held on September 20, 2018. In addition, all required regulatory approvals for completion of the merger have been obtained. The merger is expected to be completed on or about October 1, 2018, subject to satisfaction of customary closing conditions.

Under the terms of the merger agreement, Community First will merge with and into Emclaire and immediately thereafter Community First Bank will merge with and into Farmers National. Shareholders of Community First will receive 1.2008 shares of Emclaire common stock and $6.95 in cash for each share of Community First common stock upon completion of the merger. In addition, each share of preferred stock of Community First Bank will be exchanged for similar shares of preferred stock of Emclaire.

Following completion of the merger, 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.

William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Farmers National, stated, “We are excited about the opportunity to combine with Community First as we continue to build a stronger franchise in the Pittsburgh and Western Pennsylvania region.”

Henry H. Deible, President and Chief Executive Officer of Community and Community First Bank said, “We look forward to joining Emclaire and Farmers National and believe that the combination will benefit our shareholders, customers and the communities we serve.”

Upon completion of the merger, Emclaire will add Henry H. Deible and Henry H. Deible, II to its board of directors.

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 First.

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.

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