Farmers & Merchants Bancorp, Inc. (NasdaqCM:FMAO) entered into an agreement and plan of merger to acquire Peoples-Sidney Financial Corporation (OTCPK:PPSF) from a group of shareholders for $27.3 million on June 14, 2022. The total consideration will be paid in a stock and cash transaction. PPSF shareholders will elect to receive either 0.6597 shares of FMAO stock or $24 per share in cash for each PPSF share owned, subject to a minimum of 65% of all PPSF shares being exchanged for FMAO stock. As of March 31, 2022, PPSF reported 1,167,025 shares of common stock outstanding. The implied aggregate acquisition value equals $27 million. F&M has, as of the date hereof, sufficient cash on hand, other sources of available funds and a loan commitment, to enable F&M to timely pay the cash portion of the Merger Consideration and to satisfy its obligations under and to consummate the transactions contemplated by this Agreement. PPSF shall pay F&M the sum of $1 million as a termination fee. Peoples operates from its main office in Sidney, Ohio, two full-service branch offices located in Anna, Ohio and Jackson Center, Ohio, and a drive-through facility in Sidney.

The transaction has been unanimously approved by the Board of Directors of each company. Consummation of the Merger is subject to various conditions, including, among others: (i) requisite approval of the holders of PPSF common stock; (ii) effectiveness of a Form S-4 registration statement relating to the F&M common stock to be issued in the Merger and listing of the F&M common stock to be issued in the Merger on the NASDAQ Capital Market; and (iii) receipt of regulatory approvals and other customary closing conditions. The shareholders meeting of Peoples-Sidney Financial is scheduled on September 16, 2022. The parties anticipate completing the Merger in the third or fourth quarter of 2022. Excluding one-time transaction costs, F&M expects the transaction to be approximately 2.5% and 3.9% accretive to estimated 2023 and 2024 diluted earnings per share, respectively.

Piper Sandler & Co. acted as financial advisor and Thomas C. Blank and Martin D. Werner of Shumaker, Loop & Kendrick, LLP acted as legal advisor to Farmers & Merchants. Boenning & Scattergood acted as financial advisor and fairness opinion provider and Kimberly J. Schaefer of Vorys, Sater, Seymour and Pease LLP acted as legal advisor to Peoples-Sidney Financial. Pursuant to the Boenning engagement agreement, PPSF agreed to pay Boenning or its assigns a cash fee equal to 1.50% of the implied transaction value, $15,000 of which became payable upon retention of Boenning, $75,000 of which became payable concurrently with the rendering of Boenning's opinion, and the balance of which is contingent upon the consummation of the Merger. Computershare Trust Company, Inc acted as exchange agent to FMAO. Boenning & Scattergood, Inc. acted as due diligence provider to PPSF.