Canfield-based Farmers National Banc Corp.’s cash and stock acquisition of Pennsylvania’s Emclaire Financial Corp. received overwhelmingly approval from Emclaire’s shareholders, the banking companies announced.

The vote Wednesday approves the March 23 merger plan between Farmers, the holding company of Farmers National Bank, and Emclaire, the holding company of Farmers National Bank of Emlenton, into a new wholly owned subsidiary of Farmers of Canfield, FMNB Merger Subsidiary V LLC.

Ninety-eight percent of shareholders voted in favor of the merger.

“We believe this demonstrates shareholder confidence in the financial and strategic benefits of the transaction. The combination of our two companies will drive value for stakeholders, while continuing to celebrate and execute our community banking model,” said Kevin J. Helmick, president / CEO, Farmers National Bank.

When complete, the merger of Emclaire into Farmers National Banc Corp. will be the largest undertaken by the company when measured by banking assets. The acquisition is valued at $105 million.

Farmers of Emlenton will merge into Farmers National Bank of Canfield with Emlenton branches becoming branches of Farmers of Canfield. Upon closing, which is expected in September, it is estimated Farmers National Banc Corp. will have approximately $5.2 billion in assets and 66 locations in northeast Ohio and western Pennsylvania.

At the end of 2021, Emclaire had $1.1 billion in total assets.

The formal conversion will take place Veterans Day weekend.

Each shareholder of Emclaire may elect to receive either $40 per share in cash or 2.15 shares of Farmers’ common stock, subject to an overall limitation of 70 percent of the shares being exchanged for Farmers’ shares and 30 percent for cash.

The merger is expected to qualify as a tax-free reorganization for those shareholders electing to receive Farmers’ shares.