In a significant move within the banking sector, Farmers National Banc Corp (FMNB) is poised to merge with Middlefield Banc Corp (MBCN) following the agreement reached by both companies' boards of directors. The merger, formalized under an Agreement and Plan of Merger dated October 22, 2025, will see Middlefield merging into Farmers, with Farmers continuing as the surviving entity. Immediately after this merger, Middlefield’s wholly-owned bank subsidiary, The Middlefield Banking Company, will merge with Farmers’ wholly-owned subsidiary, The Farmers National Bank of Canfield.
Under the terms of the merger agreement, each common share of Middlefield outstanding at the effective time of the merger will be exchanged for 2.6 shares of Farmers common stock. Notably, Farmers will not issue any fractional shares; instead, holders of fractional shares will receive cash based on the market price of Farmers shares leading up to the closing date. On October 21, 2025, the last trading day before the announcement, Farmers shares closed at $13.93, valuing the per-share consideration for Middlefield shareholders at approximately $36.22. This valuation is contingent upon the fluctuating market price of Farmers shares, and current estimates suggest that the total number of Farmers shares to be issued in connection with the merger could reach up to 21,650,465.
This merger is strategically significant for Farmers, as it aims to bolster its market presence and operational scale, enhancing shareholder value and improving competitive positioning in the regional banking landscape. Both companies anticipate that the merger will yield synergies through increased efficiencies and expanded service capabilities.
The merger is subject to approval from shareholders of both Farmers and Middlefield, with special meetings scheduled for February 10, 2026, at 10:00 a.m. Eastern Time. During these meetings, shareholders will vote on the adoption of the merger agreement and the necessary amendments to Farmers' articles of incorporation to increase the number of authorized common shares from 50 million to 75 million. A two-thirds majority will be required for the merger agreement to pass, while a simple majority will suffice for the increase in authorized shares.
Both companies emphasize the importance of shareholder participation in these upcoming votes, as the completion of the merger is contingent upon obtaining the requisite approvals. Farmers’ board of directors has expressed strong support for the merger, believing it aligns with the interests of Farmers and its shareholders. Additionally, regulatory approvals will be sought to ensure compliance with applicable laws, including antitrust regulations.
As the banking sector continues to evolve, this merger between Farmers National Banc Corp and Middlefield Banc Corp represents a pivotal development that could reshape the competitive landscape, impacting shareholders, employees, and customers alike. Stakeholders are encouraged to stay informed and engaged as the companies move towards finalizing this strategic partnership.