Farmers National Banc Corp. (NasdaqCM:FMNB) executed the letter of intent to acquire Cortland Bancorp (NasdaqCM:CLDB) from Ancora Advisors, LLC and others for approximately $120 million on August 20, 2020. Farmers National Banc Corp. entered into an agreement to acquire Cortland Bancorp on June 22, 2021. Pursuant to the agreement, each shareholder of Cortland Bancorp may elect to receive either $28 per share in cash or 1.75 shares of Farmers National Banc' common stock, subject to an overall limitation of 75% of the shares being exchanged for Farmers National Banc shares and 25% for cash. The signage will be changed to Farmers National Bank and the Cortland core system and online banking channels will be converted to Farmers. Upon consummation, The Cortland Savings and Banking Company will be merged with and into Farmers National Bank and Cortland's branches will become branches of Farmers National Bank. If the merger agreement is terminated under certain conditions, Cortland Bancorp has agreed to pay to Farmers National Banc a termination fee of $5 million. At the close of the transaction, James M. Gasior, Cortland's President and Chief Executive Officer will join Farmers National Banc 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 National Banc as Senior Executive Vice President and Chief Banking Officer. Furthermore, Farmers National Banc intends to name two Directors from Cortland Bancorp's Board to join its Board of Directors.

The transaction is subject to receipt of Cortland Bancorp shareholder approval, the approval for listing on The NASDAQ Stock Market, the effectiveness of the Registration Statement on Form S-4, receipt of regulatory and other governmental approvals and customary regulatory approvals. The transaction was approved by the Board of Directors of both Farmers National Banc and Cortland Bancorp. As of September 27, 2021, Farmers National has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes a proxy statement of Cortland and a prospectus of Farmers National, as well as other relevant documents concerning the proposed transaction. As of October 1, Farmers National Banc Corp. has given election deadline of October 25, 2021, to shareholders of Cortland to elect the form of consideration they wish to receive for their shares of Cortland common stock in connection with the proposed merger of Cortland. The Election Deadline may be extended, in which case Farmers and Cortland will issue a press release announcing the new election deadline. A special meeting of the shareholders of Cortland is being held on October 26, 2021 for purposes of considering and voting on a proposal to approve the Merger Agreement. As of October 4, 2021, the transaction has received the regulatory approvals, including approval from The Federal Reserve Bank of Cleveland and the Office of the Comptroller of the Currency. In October 2021 approval from all regulatory agencies and the SEC are received. Institutional Shareholder Services and Glass Lewis & Co. recommend that Cortland shareholders support the recommendation of the Board to vote in favor of the merger. The transaction has received the approval of Cortland's shareholders. As of October 27, 2021, the transaction is expected to close on November 1, 2021. The transaction is intended to close in the fourth quarter of 2021. Expect to complete the financial close by the first week of November 2021. The transaction is double-digit EPS accretion.

Raymond James & Associates, Inc. acted as the financial advisor, while J. Bret Treier of Vorys Sater Seymour & Pease acted as the legal advisor to Farmers National Banc. Piper Sandler Companies is serving as financial advisor and provided opinion to the Board of Directors of Cortland Bancorp. Francis X. Grady of Grady & Associates is serving as legal counsel to Cortland Bancorp. Advantage Proxy, Inc. is the proxy solicitor for Cortland Bancorp and will receive a fee of approximately $8,500 for its services. Piper Sandler will receive an advisory fee for its services in an amount equal to 1.50% of the aggregate transaction value, which fee is contingent upon the closing of the merger. At the time of announcement of the merger Piper Sandler's fee was approximately $1.9 million. Piper Sandler also received a $250,000 fee from Cortland upon rendering its opinion. Computershare Trust Company, Inc acted as transfer agent to Cortland in the transaction.

Farmers National Banc Corp. (NasdaqCM:FMNB) completed the acquisition of Cortland Bancorp (NasdaqCM:CLDB) from Ancora Advisors, LLC and others on November 1, 2021. As a result of the Merger, shares of Cortland are no longer traded on The NASDAQ Capital Market. Richard Thompson and Neil Kaback join as Board of Directors of Farmers National.