Farmers National Banc Corp. (NASDAQ: FMNB), and Middlefield Banc Corp. (NASDAQ: MBCN) jointly announced today the signing of a definitive merger agreement pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction. The Agreement was unanimously approved by the boards of directors of both companies.
Pursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on October 20, 2025, the proposed transaction is valued at approximately $299.0 million, or $36.17 per Middlefield share.
The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals. The transaction is expected to close by the end of the first quarter of 2026.
At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ Board of Directors.
Farmers CEO Kevin J. Helmick, stated, “We are excited to announce the merger with Middlefield. The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth. We know Middlefield and its markets well, and this partnership not only deepens our presence in Northeast Ohio but meaningfully expands our footprint across Central and Western Ohio markets.”
Shares in Farmers backed away 49 cents, or 3.5%, to $13.44, while those for Middlefield shares tallied $5.22, or 18.3%, to $33.83.
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