Emclaire Financial Corp Announces Completion of Its Acquisition of United-American Savings Bank
May 02 2016 - 8:30AM
Emclaire Financial Corp (NASDAQ:EMCF) (Emclaire), the parent
holding company of The Farmers National Bank of Emlenton (Farmers
National), announced today that, as of April 30, 2016, they have
completed the acquisition of United-American Savings Bank,
Pittsburgh, Pennsylvania (United-American).
The transaction has expanded Emclaire’s
franchise into Pittsburgh and increased Emclaire’s consolidated
total assets and total deposits to approximately $688 million and
$582 million, respectively. The transaction is expected to be
immediately accretive to Emclaire’s earnings for the remainder of
2016, excluding one-time charges, and 29% accretive to 2017
earnings. No additional capital was needed to complete the
transaction and Emclaire and Farmers National remain
“well-capitalized” institutions for regulatory purposes. Emclaire
plans to convert the former United-American office and operating
systems in late June 2016. Under the terms of the merger agreement,
shareholders of United-American will receive $42.67 in cash for
each share of common stock of United-American or approximately
$14.1 million in the aggregate.
William C. Marsh, Chairman, President and Chief
Executive Officer of Emclaire and Farmers National, stated, “We are
pleased to welcome all United-American depositors and customers to
the Emclaire family. We are excited to expand our franchise into
Pittsburgh and look forward to building upon and enhancing the
customer relationships that United-American developed over the
years. The acquisition of United-American coupled with the planned
third quarter opening of our new full-service banking office in
Aspinwall, Pennsylvania (a Pittsburgh suburb) reflects our strategy
to profitably grow our banking franchise in desirable contiguous
markets.”
Tom Smith, President and Chief Executive Officer
of United-American, said, “We are pleased to have joined forces
with Emclaire and Farmers National. This is a win-win for our
shareholders and customers.”
Silver, Freedman, Taff & Tiernan LLP,
Washington, DC acted as legal counsel to Emclaire in the
transaction. Jones Walker LLP, Washington, DC acted as legal
counsel and Raymond James & Associates, Inc. acted as financial
advisor to United-American.
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 16 full service offices in Pittsburgh and
in Venango, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson
and Mercer counties, Pennsylvania. 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.”
Forward-looking Statements:
This release 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 management’s
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.
Emclaire’s 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 Emclaire’s reports filed with
the SEC are available in the Financial Information section of
Emclaire’s 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.
CONTACT:
William C. Marsh
Chairman, President and
Chief Executive Officer
Emclaire Financial Corp
Phone: (844) 800-2193
Email: investor.relations@farmersnb.com
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