Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Effective
Pursuant to the terms of the Merger Agreement, at the Effective Time of the
Merger, each share of common stock, par value
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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In connection with the consummation of the Merger, Emclaire notified the
Additionally, Farmers, as successor to Emclaire, intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report is incorporated herein by reference into this Item 3.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, shareholders of Emclaire immediately prior to the completion of the Merger ceased to have any rights as shareholders of Emclaire other than the right to receive the Merger Consideration in accordance with the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report is incorporated herein by reference.
At the Effective Time, Emclaire was merged with and into Merger Sub pursuant to the Merger Agreement, with Merger Sub as the surviving entity. Promptly following the consummation of the Merger, Merger Sub was dissolved and liquidated.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, in accordance with the terms of the Merger Agreement, Emclaire's directors and executive officers ceased serving in such capacities with Emclaire.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Amended and Restated Articles of Incorporation and Bylaws of Emclaire ceased to be in effect by operation of law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, datedMarch 23, 2022 , by and amongEmclaire Financial Corp. , Farmers National Banc Corp. andFMNB Merger Sub V, LLC (incorporated by reference from Exhibit 2.1 to Emclaire's Current Report on Form 8-K filed with theSEC onMarch 24, 2022 )* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but
Farmers National Banc Corp., as the successor to
provide them to the
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