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Emclaire revised offer for Northern Hancock 2x before bagging deal


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Emclaire revised offer for Northern Hancock 2x before bagging deal

In November 2016, Northern Hancock Bank & Trust Co. President Mark Mangano contacted Renaissance Partners LLC to assist the Newell, W.Va.-based bank in considering strategic alternatives amid two separate items that were either directly affecting its business operations or would affect them in the future.

First was the Dodd-Frank Act, which imposes a regulatory structure described as "expensive and burdensome" in a Form S-4 filed by Emclaire Financial Corp. The other item involved the improving economic conditions within the surrounding market area, the impetus for which can be partly attributed to the announcement of the construction of an ethane cracker plant in Beaver County, Pa., located a short distance up the Ohio River from Northern Hancock's offices. The improving economy was expected to lead to increased competition from outside financial institutions.

Emlenton, Pa.-based Emclaire, which will ultimately announce a proposed deal to acquire Northern Hancock, initially offered consideration of Emclaire common stock at a range of $26.80 to $35.20 for each Northern Hancock common share. This equated to an aggregate purchase price of between $1.6 million and $2.1 million.

In a span of less than a week, Emclaire revised its offer for Northern Hancock twice. On April 6, Emclaire presented an updated indication of interest offering Emclaire common stock valued at $30.16 for each Northern Hancock common share or $1.8 million in the aggregate; on April 12, Emclaire increased the aggregate purchase price to $1.9 million and revised the form of consideration to a mix of $1.7 million in Emclaire common stock and $200,000 in cash.

The merger agreement was executed May 4.