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-99.6 - EX-99.6 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex996.htm |
| EX-99.2 - EX-99.2 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex992.htm |
| EX-99.3 - EX-99.3 - FARMERS NATIONAL BANC CORP /OH/ | d925982dex993.htm |
Exhibit 99.7
ELECTION INFORMATION
THE RIGHT TO MAKE AN ELECTION WILL EXPIRE AT
5:00 P.M., NEW YORK TIME, ON JUNE 11, 2015 (THE “ELECTION DEADLINE”).
To Brokers, Dealers, Commercial Banks, Trust Companies and other Fiduciaries:
On January 27, 2015, Farmers National Banc Corp. (“Farmers”) and National Bancshares Corporation (“NBOH”) entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”).
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 share 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 shares subject to 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.
For your information and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your fiduciary, we are enclosing the following documents:
1. The Election and Transmittal Form Information Booklet regarding the election process for registered shareholders.
2. The Election Form and Letter of Transmittal, with instructions, that enables registered shareholders to make their elections and surrender their share certificate(s), including a IRS Form W-9 to certify their taxpayer identification/social security numbers.
3. A Notice of Guaranteed Delivery to be used by brokers, dealers, commercial banks, trust companies and other fiduciaries to make an election if the procedures for delivering the necessary certificate(s) representing NBOH common shares cannot be completed on a timely basis.
4. A proposed client letter, which you may wish to use to obtain election instructions from your clients.
YOUR PROMPT ACTION IS REQUIRED. PLEASE CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. PLEASE NOTE THAT THE RIGHT TO MAKE AN ELECTION WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON JUNE 11, 2015.
For an election to be valid, a duly executed and properly completed election form including any required signature guarantees and any other documents should be sent to the Exchange Agent, together with either certificate(s) representing surrendered shares or timely confirmation of book-entry transfer, must be delivered to the Exchange Agent no later than the Election Deadline in accordance with the instructions contained in the Election Form and Letter of Transmittal.
Shareholders whose certificate(s) are not immediately available or who cannot deliver such certificate(s) and all other documents to the Exchange Agent, or who cannot complete the procedures for book-entry transfer, prior to the Election Deadline must surrender their shares according to the procedure for guaranteed delivery set forth in the enclosed Notice of Guaranteed Delivery.
No fees or commissions will be payable by Farmers or NBOH, or any officer, director, shareholder, agent or other representative of Farmers or NBOH, to any broker, dealer or other person for soliciting surrender of shares pursuant to the election (other than fees paid to Computershare Trust Company, N.A. and Computershare Inc. for services in connection with the election and exchange process). Farmers will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a nominee or in a fiduciary capacity.
Any inquiries you may have with respect to the election should be addressed to Morrow & Co., LLC at (800) 267-0201. Additional copies of the enclosed materials may be obtained by contacting Morrow & Co., LLC at (800) 267-0201.
FARMERS NATIONAL BANC CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE THE APPOINTMENT OF YOU OR ANY PERSON AS AN AGENT OF FARMERS, NBOH, THE EXCHANGE AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR TO AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE ELECTION, OTHER THAN THE USE OF THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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ELECTION INFORMATION
THE RIGHT TO MAKE AN ELECTION WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON JUNE 11, 2015 (THE “ELECTION DEADLINE”).
UNLESS WE HAVE OTHERWISE ADVISED YOU OF AN EARLIER PROCESSING DEADLINE, IT IS
IMPERATIVE THAT WE RECEIVE YOUR INSTRUCTIONS PRIOR TO THE ELECTION DEADLINE IN
ORDER TO PROPERLY FULFILL YOUR INSTRUCTIONS.
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