UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, including Area Code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of Each Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On April 30, 2021, Farmers & Merchants Bancorp, Inc. (the “Company”) announced its completion of the acquisition of Ossian Financial Services, Inc. (“OFSI”) and its subsidiary bank, Ossian State Bank (“OSB”), as a result of the merger of OFSI with and into the Company and the merger of OSB with and into The Farmers & Merchants State Bank, the Company’s wholly owned subsidiary bank. Both OFSI and OSB maintained their main offices in Ossian, Indiana. OSB reported balance sheet assets of approximately $130 million at March 31, 2021. Following the acquisition, the assets of the Company total approximately $2.2 billion.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit |
Exhibit Description | |
| 99.1 | Press release, dated April 30, 2021, announcing the consummation of the acquisition of Ossian Financial Services, Inc. and Ossian State Bank | |
| 104 | The Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized.
| FARMERS & MERCHANTS BANCORP, INC. | ||||||
| (Registrant) | ||||||
| Dated: April 30, 2021 |
/s/ Lars B. Eller | |||||
| Lars B. Eller | ||||||
| President & Chief Executive Officer | ||||||
| /s/ Barbara J. Britenriker | ||||||
| Barbara J. Britenriker | ||||||
| Executive Vice President & Chief Financial Officer | ||||||
3
Exhibit 99.1
Company Press Release dated April 30, 2021
|
NEWS RELEASE |
Post Office Box 216
307 North Defiance Street
Archbold, Ohio 43502
| Farmers & Merchants Contacts | ||
| Company Contact: | Investor and Media Contact: | |
| Lars B. Eller President and Chief Executive Officer Farmers & Merchants Bancorp, Inc. (419) 446-2501 leller@fm.bank |
Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com | |
Farmers & Merchants Bancorp, Inc. Announces Completion of the
Ossian Financial Services, Inc. Acquisition
ARCHBOLD, OHIO, April 30, 2021, Farmers & Merchants Bancorp, Inc. (“F&M”, “FMAO”, or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced today that it has completed the acquisition of Ossian Financial Services, Inc. (“OFSI”), the holding company for Ossian State Bank.
Lars Eller, President and CEO of F&M, stated, “OFSI is our third recent acquisition in Northeast Indiana and immediately enhances our growing franchise within the state. In fact, since starting our expansion strategy in 2018, and with the addition of OFSI, total assets have nearly doubled to approximately $2.2 billion. On behalf of everyone at F&M, we are pleased to welcome the customers and employees of OFSI to F&M.”
F&M now operates 12 full-service offices and an LPO in Indiana with total deposits of $462 million and total loans of $445 million within the state. With the addition of OFSI, F&M has total assets of approximately $2.2 billion, and provides financial services through a total of 30 full-services offices within Ohio and Indiana, as well as LPOs in Ohio, Indiana, and Michigan. Excluding one-time acquisition and integration expenses, the Company expects OFSI will add approximately $0.08 per diluted share to annual earnings for the remainder of 2021.
OFSI branch signage will transition to Farmers & Merchants State Bank on May 1, 2021 and the system conversion will occur on May 24, 2021.
About Farmers & Merchants State Bank:
The Farmers & Merchants State Bank is a local independent community bank that has been serving Northwest Ohio and Northeast Indiana since 1897. The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services. Our locations are in Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Northwest Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, Steuben, and Wells counties.
Safe harbor statement
Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.