Cortland Bancorp shareholders OK merger with Farmers

Cortland Bancorp shareholders have approved the merger agreement with Canfield-based Farmers National Banc Corp., the holding company for Farmers National Bank, according to a regulatory filing Wednesday.

The transaction is expected to close Monday, and allows Farmers “to continue building local scale” across northeast Ohio as its market share increases in Trumbull, Mahoning and Cuyahoga counties, according to the company’s third-quarter financial results, also reported Wednesday.

“With the closing of the Cortland Bank acquisition in November, we are poised to realize additional economies of scale, which should allow us to continue our momentum into 2022,” said Kevin Helmick, Farmers’ president / CEO.

Shareholders for Cortland Bancorp, the holding company of Cortland Savings and Banking Company, voted to approve the merger Tuesday.

According to a filing with the U.S. Securities and Exchange Commission, 2,905,713 of Cortland’s common shares, or 68 percent, were represented at the meeting by proxy or in attendance at Squaw Creek Country Club in Vienna.

There were 2,782,131 votes for the merger; 119,616 votes against; and 3,967 abstentions, the filing states.

Earlier this month, the Federal Reserve Bank of Cleveland and the Office of Comptroller of the Currency green-lit Farmers’ acquisition of Cortland Bancorp.

Farmers and Cortland announced the $124 million transaction June 23. Under the agreement, each Cortland Bank shareholder may elect to receive either $28 per share in cash or 1.75 shares of Farmers’ common stock, subject to a limit of 75 percent of the shares being exchanged for Farmers shares and 25 percent for cash.

After the transaction closes, Farmers will integrate Cortland Bank’s operating system into its own sometime in the first quarter of 2022 and then start to rebrand Cortland Bank’s branches and other offices under the Farmers name.

The merger expands Farmers’ reach into suburban Cleveland, where Cortland Bank has branches, and into the Akron area, where Cortland Bank has a financial service center in Fairlawn.

On Sept. 30, the end of the third quarter, Cortland had total assets of $799.2 million, including gross loans of $500 million, deposits of $693 million and $83 million in equity.

Also Wednesday, Farmers reported strong third quarter financial results with a record net income of $16 million for three-month period. The quarter marks the 155th in a row the financial institution has recorded a profit.

Farmers reported total assets on Sept. 30 of $3.32 billion compared to $3.07 billion at the end of 2020. On the same date, total loans were $1.89 billion compared to $2.08 billion on Dec. 31. Farmers cites decreases in Paycheck Protection Program and residential loans and a decline in commercial and commercial real estate for the drop.

Deposits grew to $2.87 billion, which represents growth of $255.5 million compared to Dec. 31, 2020. Also, stockholders’ equity was $377.5 million compared to $350.1 million at the end of 2020. Farmers has not able to repurchase any of its common shares in the third quarter due to the announcement of the Cortland transaction, but still has 548,913 common shares remaining to be repurchased under the company’s existing authorization, the report states.



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