Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - FARMERS NATIONAL BANC CORP /OH/ | d925982d8k.htm |
| EX-99.4 - EX-99.4 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex994.htm |
| EX-99.1 - EX-99.1 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex991.htm |
| EX-99.5 - EX-99.5 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex995.htm |
| EX-99.2 - EX-99.2 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex992.htm |
| EX-99.7 - EX-99.7 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex997.htm |
| EX-99.3 - EX-99.3 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex993.htm |
Exhibit 99.6
To Our Clients:
On January 27, 2015, Farmers National Banc Corp., an Ohio corporation (“Farmers”) and National Bancshares Corporation, an Ohio corporation (“NBOH”), entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) providing for the merger of NBOH with and into Farmers (the “Merger”).
Subject to the terms and conditions of the Merger Agreement (attached as Annex B to the joint proxy statement/prospectus dated May 11, 2015), NBOH shareholders have the opportunity to elect, subject to certain limitations, for each NBOH common share:
| 1. | STOCK ELECTION: 4.034 Farmers common shares; |
| 2. | CASH ELECTION: $32.15 in cash without interest; or |
| 3. | NO ELECTION: Shareholders choosing “NO ELECTION” will be entitled to receive a combination of Farmers common shares and cash as provided in the Merger Agreement. |
NBOH shareholders will be deemed to have made “NO ELECTION” if:
| • | The “Election Form and Letter of Transmittal” is not properly completed or if they otherwise fail properly to make an election; |
| • | A properly completed “Election Form and Letter of Transmittal,” together with their unit certificate(s), confirmation of book-entry transfer or a properly completed Notice of Guaranteed Delivery, is not received by the Exchange Agent before the Election Deadline; |
| • | They properly and timely revoke a prior election without making a new election; or |
| • | They check the “No Election” box on the Election Form. |
These elections will be subject to proration based on (i) the number of units making each type of election and (ii) the provisions of the Merger Agreement that are intended to ensure that 80% of the outstanding NBOH common shares are converted into the right to receive Farmers common shares and the remaining outstanding NBOH common shares are converted into the right to receive cash.
Because we are the holder of record for your shares, only we can make an election for your shares in accordance with your instructions. Please instruct us on how to make an election with respect to your NBOH common shares. If you do not provide us with instructions, we will not make an election for you and you will be deemed to have made “No Election.”
Please note the following:
| • | The deadline for submitting election forms (the “Election Deadline”) June 11, 2015. Unless we have otherwise advised you of an earlier processing deadline, it is imperative that we receive your instructions prior to the Election Deadline. |
| • | If you miss our processing deadline, you will be deemed to have made “No Election.” |
| • | The receipt of Farmers common shares, cash or Farmers common shares and cash in exchange for NBOH common shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. Because the tax consequences will depend on personal circumstances, you should consult your tax advisor for a full understanding of the Merger to you, including the application and effect of foreign, federal, state, local or other tax laws. |
Please provide your signed instructions below:
ELECTION OPTIONS
STOCK ELECTION (4.034 Farmers common shares for each NBOH common share)
¨ Mark this box to elect to make a stock election with respect to ALL of your NBOH common shares.
¨ Mark this box to elect to make a stock election with respect to the following number of your NBOH common shares: . Please fill in the number of shares for which you would like to make a stock election.
CASH ELECTION ($32.15 in cash without interest for each NBOH common share)
¨ Mark this box to elect to make a cash election with respect to ALL of your NBOH common shares.
¨ Mark this box to elect to make a cash election with respect to the following number of your NBOH common shares: . Please fill in the number of shares for which you would like to make a cash election.
NO ELECTION
¨ Mark this box to make no election with respect to ALL of your NBOH common shares.
No guarantee can be made that you will receive the amount of cash consideration or stock consideration that you elect. No guarantee can be made as to the value of the consideration received relative to the value of the NBOH common shares being exchanged. You are encouraged to obtain current market quotations for NBOH common shares when making your election.
If you do not elect one of these options, the Exchange Agent will treat you as having made “No Election.”
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| Signature of Unitholder | Signature of Unitholder | Phone Number |
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION
AND RISK OF THE ELECTING SHAREHOLDER. IF DELIVERED BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE DELIVERY.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR BROKER OR
FINANCIAL ADVISOR DIRECTLY.
PROMPT ACTION IS REQUESTED.
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