Middlefield Banc Corp (MBCN) News & EventsMBCNNews & EventsMiddlefield Banc Corp

Farmers National Banc and Middlefield Banc to Combine in All-Stock Merger

Farmers National Banc (FMNB) and Middlefield Banc (MBCN) jointly announced 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, the proposed transaction is valued at approximately $299M, 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. Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank and Middlefield Bank's branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4B in assets and 83 branch locations throughout Ohio and western Pennsylvania. As of September 30, Middlefield had total assets of approximately $2B, which included total loans of $1.6B, deposits of $1.6B and stockholders' equity of $224.1M.

Middlefield Banc Announces Q3 Earnings Per Share of 65 Cents, Exceeding Consensus Estimate of 62 Cents

Net interest margin expanded 33 basis points to 3.79%. Book value increased 6.1% to $27.71 from $26.11 per share, while tangible book value increased 8.4% to $22.62 from $20.87 per share. "Our third quarter performance was exceptionally strong, supported by core earnings growth that reflects margin expansion and disciplined operating expense control," stated Ronald Zimmerly, CEO. "These results, combined with steady asset growth and strong asset quality, demonstrate the strength of our community banking model and our commitment to serving customers across our markets. Solid third quarter financial results have driven year-to-date earnings per diluted share to $2.01, increased book value by 6.1% to $27.71 per share, and produced a return on average assets of 1.14%, compared to 0.77% a year ago. Continued investments in our operations and talent have strengthened our foundation and positioned Middlefield for sustained performance and shareholder value creation. The relocation of our Westerville office remains on track to open in the fourth quarter of 2025, advancing our multi-year strategy to expand our presence in the Central Ohio region. As we look to the remainder of the year, we are confident 2025 will be another year of profitable growth and progress."