CANFIELD — Farmers National Banc Corp. and Cortland Bancorp Inc. plan to merge by acquisition.

Some Cortland executives and directors will have new roles with Farmers. Cortland’s branches will become Farmers’ branches.

Making the joint announcement Wednesday were the holding companies for The Farmers National Bank of Canfield and The Cortland Savings and Banking Co.

Farmers National Banc Corp. was founded in 1887; Cortland Bancorp was founded in 1892.

“We have known and competed with Cortland for a long time, and this acquisition will further solidify our market share in Trumbull and Mahoning counties as well as expand our presence in the Greater Cleveland area, furthering our strategy of building local scale throughout Northeast Ohio,” said Kevin J. Helmick, Farmers president and CEO.

Each shareholder of Cortland may elect to receive either $28 per share in cash or 1.75 shares of Farmers’ common stock, subject to an overall limitation of 75 percent of the shares being exchanged for Farmers shares and 25 percent for cash.

Based on Farmers’ closing share price of $16.87 on Tuesday, the transaction is valued at approximately $124 million or $29.14 per share.

At the close of the transaction, James M. Gasior, Cortland’s president and CEO, will join the Farmers executive team as senior executive vice president and corporate development officer.

Timothy Carney, Cortland’s executive vice president and chief operating officer, will join Farmers as senior executive vice president and chief banking officer.

Farmers intends to name two directors from Cortland’s board to join its board of directors.

“We are thrilled to announce the acquisition of Cortland and to have Jim and Tim join our executive management team,” Helmick said.

“The combination with Farmers is a natural one. Our similar cultures and operating philosophies will help us deliver value and liquidity to our shareholders while enhancing the products we can offer our customers,” said Gasior.

“We are excited to join forces with a growing community bank to continue to serve our customers and communities in northeastern Ohio,” Carney said.

The merger is expected to qualify as a tax-free reorganization for those shareholders electing to receive Farmers’ shares. The transaction is subject to receipt of Cortland shareholder approval and customary regulatory approvals. The transaction is intended to close in the fourth quarter of this year.

When it’s done, Cortland’s branches will become branches of Farmers National Bank. Farmers estimates it will then have approximately $4.1 billion in assets and 48 locations throughout Ohio and western Pennsylvania.

As of March 31, Cortland had total assets of $791.7 million, which included gross loans of $518.6 million, deposits of $680.3 million and equity of $81.1 million.

Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield. Its full-service national bank is engaged in commercial and retail banking with 41 locations in Mahoning, Trumbull, Columbiana, Stark, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at March 31 were $2.9 billion.

Cortland Bancorp and its bank subsidiary do business through 13 full-service offices in the counties of Trumbull, Mahoning, Portage, Summit, and Cuyahoga in northeastern Ohio and a financial service center in Fairlawn.

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