.3
INSTRUCTIONS
TO
ELECTION FORM/LETTER OF TRANSMITTAL
To Accompany Certificates Representing Shares of
Perpetual Federal Savings Bank Common Stock
Please follow these instructions carefully when completing this Election Form/Letter of Transmittal.
1. | Time in which to Make an Election. To be effective, a properly completed and executed Election Form/Letter of Transmittal (the “Election Form”), accompanied by the certificate(s) representing all of the holder’s shares of Perpetual Federal Savings Bank (“PFSB”) common stock and required additional documentation, must be received by Broadridge Corporate Issuer Solutions, the Exchange Agent, not later than 5:00 p.m., Eastern Daylight Time, on September 24, 2021 (the “Election Deadline”). However, if the closing of the Merger is extended past October 1, 2021, for any reason, the Election Deadline will be extended until up to three business days prior to the new anticipated closing date. In this event, Farmers & Merchants Bancorp, Inc. (“F&M”) will inform you of the new Election Deadline by the issuance of a press release filed with the Securities and Exchange Commission at least five business days prior to the new anticipated closing date. |
Each holder of PFSB common stock whose Election Form and certificates are not timely received (or who revoke their Election Form) will be considered a Non-Electing Shareholder. See Instruction 6 below.
2. | Description of Certificates. Insert in the box in Section 1 of the Election Form the certificate number(s) that you are surrendering and the number of shares of PFSB common stock represented by each certificate. If this certificate information is already provided in the box in Section 1, confirm the information provided and make any necessary corrections. If the space provided is insufficient, attach a separate sheet referencing Section 1 of the Election Form and listing this information. If you hold uncertificated/book entry shares, insert the number of such shares in the appropriate column. If you have shares represented by a certificate but the certificate has been lost, stolen or destroyed, see Instruction 12. |
3. | Election Options. In Section 2 of the Election Form, indicate whether you would like to receive in exchange for your PFSB common stock: (a) all cash (in the amount of $41.20 for each share of PFSB common stock owned); (b) all shares of F&M common stock (at the exchange ratio of 1.7766 F&M shares for each share of PFSB common stock owned); (c) a mixture of cash (in the amount of $41.20 for each share of PFSB common stock) and F&M common stock (at the exchange ratio of 1.7766 shares of F&M common stock for each share of PFSB common stock); or (d) “No Election.” You may select only one of these election choices. If you mark the box in Section 2 for the Mixed Cash/Stock Election, you must also indicate the whole number of your shares of PFSB common stock that you wish to exchange for cash and the whole number of your shares of PFSB common stock that you wish to exchange for shares of F&M common stock. |
All elections made by PFSB shareholders will be subject to allocation and proration procedures set forth in the Merger Agreement so that 1,032,308 of the shares of PFSB common stock outstanding at the effective time of the Merger will be exchanged for F&M common stock and the other 1,437,724 of the outstanding shares of PFSB common stock will be exchanged for cash. As a result, there is no assurance that you will receive the form of consideration that you elect to receive. Please see Instruction 6 with respect to the failure to timely and properly submit the Election Form. Please see the Merger Agreement for information regarding how the allocation and proration procedures will be applied.
F&M will not issue fractional shares, or certificates or script representing fractional shares, in the Merger. Instead, F&M will pay to each holder of PFSB common stock who would otherwise be entitled to a fractional share of F&M common stock (after taking into account all certificates representing PFSB common stock surrendered by such holder) an amount in cash, without interest, equal to the product of the fractional share of F&M common stock multiplied by $41.20.
None of F&M, PFSB or the Exchange Agent makes any recommendation as to whether a holder should elect to receive cash, F&M common stock, or a combination of cash and F&M common stock in the Merger.
4. | Change or Revocation of Election. A holder of PFSB common stock who has made an election may, at any time prior to the Election Deadline, (a) change the holder’s election by submitting a new Election Form in accordance with the procedures described herein that is received by the Exchange Agent prior to the Election |