425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2017

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	001-35296	34-1371693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-05555
(Address of principal executive offices)		(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(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:

☒ 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))

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 July 21, 2017, Farmers National Banc Corp. (the “Company”) first sent to the common shareholders of Monitor Bancorp, Inc. (“Monitor”) a Cover Letter, Election Form and Letter of Transmittal, and Instructions to Election Form and Letter of Transmittal (collectively, the “Exchange Agent Documents”) in connection with the proposed merger of Monitor with and into a wholly-owned subsidiary of the Company. Copies of the forms of the Exchange Agent Documents are attached hereto as Exhibits 99.1 through 99.3 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
99.1	Cover Letter.
99.2	Election Form and Letter of Transmittal.
99.3	Instructions to Election Form and Letter of Transmittal.

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 duly authorized.

Farmers National Banc Corp.
By:	/s/ Kevin J. Helmick
	Kevin J. Helmick
	President and Chief Executive Officer

Date: July 25, 2017

EX-99.1

Exhibit 99.1

July 21, 2017

Dear Monitor Bancorp, Inc. Common Shareholder:   This package is being mailed to you as a shareholder of record of Monitor Bancorp, Inc. (“Monitor”) in connection with the merger of Monitor with and into FMNB Merger Subsidiary II, LLC (“Merger Sub”), a wholly-owned subsidiary of Farmers National Banc Corp. (“Farmers”) pursuant to the terms of the Agreement and Plan of Merger, dated as of March 13, 2017 (as it may be amended from time to time, the “Merger Agreement”), entered into by and among Monitor, Merger Sub and Farmers (the “Merger”). Pursuant to the Merger Agreement, each outstanding Monitor common share will be converted at the effective time of the Merger into the right to receive, at the election of the holder but subject to proration, adjustment and certain limitations as set forth in the Merger Agreement, one of the following:   •    57.8242 Farmers common shares (a “Stock Election”); or   •    $769.38 in cash without interest (a “Cash Election”).   subject, however, to certain allocation procedures set forth in the Merger Agreement intended to ensure that 85% of the outstanding Monitor common shares are converted into the right to receive Farmers common shares and the remaining outstanding Monitor common shares are converted into the right to receive cash. The initial exchange ratio of 57.8242 was determined by dividing $769.38, the amount of cash to be paid in the Merger for each Monitor common share, by $13.3055, the twenty (20) day volume weighted average closing price of Farmers common shares ending on February 10, 2017. A final exchange ratio will be determined by dividing the cash amount to be paid in the Merger for a Monitor common share by the twenty (20) day volume weighted average closing price of Farmers common shares ending on the penultimate trading day preceding the effective date of the Merger. However, under the terms of the Merger Agreement the maximum amount of the aggregate consideration to be paid to Monitor shareholders is $7,693,811, and the minimum amount of the aggregate consideration is $7,078,307 (based on 125% and 115%, respectively, of Monitor’s consolidated tangible book value per share as of March 31, 2017, plus the after-tax proceeds of the sale by Monitor of its ownership interests in Lifetime Financial Advisors, LLC, d.b.a. the Monitor Wealth Group). The amount of cash to be received for a Monitor common share will in each case be based upon the Maximum Amount. The number of Farmers common shares to be received for a Monitor common share will depend upon the final exchange ratio, subject to adjustment: if, based upon the final exchange ratio, the aggregate Merger consideration would exceed the Maximum Amount or be less than the Minimum Amount, the final exchange ratio will be adjusted downward or upward as necessary. As of July 14, 2017, the closing price for Farmers common shares was $14.20, which, after giving effect to an adjusted exchange ratio of 54.1817 as described above, had an implied value of $769.38 per share. Based on this price with respect to the stock consideration, and the cash consideration of $769.38 per share, upon completion of the Merger, a Monitor common shareholder who receives stock for 85% of his or her shares of common stock and receives cash for 15% of his or her common shares would receive total Merger consideration. with an implied value of approximately $769.38 per Monitor share.   Monitor is holding a special meeting of shareholders at 9:00 a.m. on Tuesday, August 8, 2017, at Des Dutch Essenhaus, 176 North Market Street, Shreve, Ohio 44676. Pending receipt of approval of the Monitor shareholders and satisfaction of certain other closing conditions specified in the Merger Agreement, we currently expect that the Merger will be consummated during the month of August following the special meeting of shareholders.   Enclosed is an Election Form and Letter of Transmittal and related Instructions that pertain to the Merger. In order to make an election, please complete, sign and return the Election Form and Letter of Transmittal with all share certificate(s) representing your Monitor common shares together with any other documentation reasonably required by Computershare Trust Company, N.A. and Computershare Inc. (the “Exchange Agent”), to the Exchange Agent at one of the addresses set forth in the Instructions, so that it is RECEIVED no later than the Election Deadline. Do not otherwise send your election materials to Farmers or Monitor.

The deadline for submitting election forms (the “Election Deadline”) is August 10, 2017. Election forms must be RECEIVED by Exchange Agent no later than 5:00 p.m. on the date of the Election Deadline. In the event that the Election Deadline changes, Farmers and Monitor will announce the revised dates in a press release, on their websites and in a filing with the Securities and Exchange Commission (the “SEC”). You may also obtain up-to-date information regarding the Election Deadline by calling the Exchange Agent at 1-866-596-2937. You bear the risk of ensuring proper and timely delivery. Therefore, we encourage you to submit your election materials promptly. If you do not make a valid election, you will be deemed to have made No Election with respect to your Monitor common shares.

For a full discussion of the transactions and the effect of your election, see the Merger Agreement and the proxy statement/prospectus, dated July 17, 2017, that is being sent to you under separate cover (as it may be amended from time to time, the “Proxy Statement”). BEFORE MAKING YOUR ELECTION, YOU ARE ENCOURAGED TO READ CAREFULLY THE ENTIRE MERGER AGREEMENT AND PROXY STATEMENT (INCLUDING ANNEXES THERETO AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE) AND THE ACCOMPANYING ELECTION FORM AND LETTER OF TRANSMITTAL.

You are able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Farmers through the website maintained by the SEC at www.sec.gov. If you wish to request documents, you should do so at least 5 business days before the Election Deadline. THE PROXY STATEMENT IS DATED JULY 17, 2017, AND DOES NOT REFLECT DEVELOPMENTS SUBSEQUENT TO THAT DATE. However, the Proxy Statement incorporates by reference subsequent filings with the SEC by Farmers. You should rely only on the information contained or expressly incorporated by reference in the Proxy Statement. We have not authorized anyone to provide you with information that is different from what is contained or incorporated by reference in those documents.

If you have any questions regarding the election materials, please contact the Exchange Agent at 1-866-596-2937.

Very Truly yours,

Kevin J. Helmick

President and Chief Executive Officer

This Election Form and Letter of Transmittal is dated July 21, 2017, and is first being mailed to Monitor common shareholders on or about July 21, 2017.

EX-99.2

Exhibit 99.2

  MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Computershare Trust Company, N.A.                 P.O. Box 43011                 Providence Rhode Island 02940-3011                 Call Toll-Free: (TBD)                         Non U.S. Stockholders: (TBD)                     Or Email at: (TBD)                        

Tax ID certification on file:    <Certified Y/N>                        

TOTAL SHARES               12345678901234

TIME IS CRITICAL

PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS

ELECTION FORM AND LETTER OF TRANSMITTAL

To accompany certificates of common shares, without par value, of

Monitor Bancorp, Inc. (“Monitor”)

This Election Form and Letter of Transmittal is sent to you in connection with the proposed merger (the “Merger”) of Monitor with and into FNMB Merger Subsidiary II, LLC (“Merger Sub”), a wholly-owned subsidiary of Farmers National Banc Corp. (“Farmers”), pursuant to the Agreement and Plan of Merger dated as of March 13, 2017 (the “Merger Agreement”), by and among Monitor, Merger Sub and Farmers. This Election Form and Letter of Transmittal may be used to make an election only with respect to Monitor common shares you hold. You may receive additional Election Forms and/or Letters of Transmittal with respect to common shares of Monitor held by you in another manner or in another name (if any). The deadline for submitting Letters of Transmittal is 5:00 p.m. on Wednesday, August 10, 2017 (the “Expiration”), unless the exchange offer is extended or terminated. Letters of Transmittal must be RECEIVED by Computershare Trust Company, N.A. (the “Exchange Agent”) no later than the Expiration. If the Election Deadline is extended for any reason, Farmers and Monitor will publicly announce the new Election Deadline.

Your Monitor Share Certificates:

Locate and return the certificates listed below.

Certificate Numbers	Shares	Certificate Numbers	Shares
XXXX12345678	12345678901234	XXXX12345678	12345678901234
XXXX12345678	12345678901234	XXXX12345678	12345678901234
XXXX12345678	12345678901234	XXXX12345678	12345678901234

You hold more than 10 certificates, not all certificates can be listed on this form.

Other Certificate Total	Total Certificated Shares	Shares Held By Us	Total Shares
12345678901234	12345678901234	12345678901234	12345678901234

Complete the box(es) on the reverse side to make an election to receive for each of your Monitor common shares (i) 57.8242 Farmers common shares (a “Stock Election”), or (ii) $769.38 in cash without interest (a “Cash Election”), each of which is subject to proration, adjustment and certain limitations as set forth in the Merger Agreement which are intended to ensure that (a) 85% of the outstanding Monitor common shares are converted into the right to receive Farmers common shares (the “Stock Consideration”) and the remaining outstanding Monitor common shares are converted into the right to receive cash in the amount of $769.38 per Monitor common share (the “Cash Consideration”), and (b) the maximum amount of the aggregate consideration to be paid to Monitor shareholders is $7,693,811, and the minimum amount of the aggregate consideration to be paid is $7,078,307 (based on 125% and 115%, respectively, of Monitor’s adjusted consolidated tangible book value per share as of March 31, 2017) (each as described in the Merger Agreement and summarized in the proxy statement/prospectus dated July 17, 2017 that is being sent to you under separate cover (as it may be amended from time to time, the “Proxy Statement”)). If no box is checked or you elect to make “No Election,” your Monitor common shares will be converted into the right to receive such proportion of the Stock Consideration or Cash Consideration as determined pursuant to the Merger Agreement. BEFORE MAKING YOUR ELECTION, YOU ARE ENCOURAGED TO READ CAREFULLY THE ENTIRE MERGER AGREEMENT AND PROXY STATEMENT (INCLUDING ANNEXES THERETO AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE) AND THE ACCOMPANYING INSTRUCTIONS.

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ELECTION CHOICES

I HEREBY ELECT TO RECEIVE THE FOLLOWING AS CONSIDERATION FOR MY MONITOR COMMON SHARES:

STOCK ELECTION (57.8242 Farmers common shares for each Monitor common share, subject to adjustment)

	☐	Mark this box to elect to make a Stock Election with respect to ALL of your Monitor common shares.
	☐	Mark this box to elect to make a Stock Election with respect to the following number of your Monitor common shares. Please fill in the number of shares for which you would like to make a Stock Election in the box to the right.
CASH ELECTION ($769.38 20 in cash without interest for each Monitor common share)
	☐	Mark this box to elect to make a Cash Election with respect to ALL of your Monitor common shares.
	☐	Mark this box to elect to make a Cash Election with respect to the following number of your Monitor common shares. Please fill in the number of shares for which you would like to make a Cash Election in the box to the right.
NO ELECTION
	☐	Mark this box to elect NO election with respect to ALL of your Monitor common shares.

YOU WILL BE DEEMED TO HAVE MADE “NO ELECTION” IF:

A. You fail to follow the instructions on the “Election Form and Letter of Transmittal” or Instructions, or otherwise fail properly to make an election;

B. A properly completed “Election Form and Letter of Transmittal,” together with your share certificate(s), confirmation of book-entry transfer or a properly completed Notice of Guaranteed Delivery, is not actually received by the Exchange Agent at or before the Election Deadline;

C. You properly and timely revoke a prior election without making a new election; or

D. You check the “No Election” box above.

By making “No Election” the form of consideration that you will receive as a result of the Merger will be determined by Farmers or, at Farmers’ direction, the Exchange Agent, in accordance with the terms of the Merger Agreement.

These elections will be subject to a proration adjustment if Stock Consideration is oversubscribed or undersubscribed. The allocation procedures set forth in the Merger Agreement are intended to ensure that 85% of the outstanding Monitor common shares are converted into the right to receive Farmers common shares and the remaining outstanding Monitor common shares are converted into the right to receive cash.

The Stock Election is subject to adjustment to ensure that, based on the final exchange ratio, the maximum amount of the aggregate consideration to be paid to all Monitor shareholders is $7,693,811 and the minimum amount of the aggregate consideration to be paid is $7,078,307 (based on 125% and 115%, respectively, of Monitor’s adjusted consolidated tangible book value per share as of March 31, 2017).

There is no guarantee that you will receive the amount of Stock Consideration or Cash Consideration that you elect. There is no guarantee as to the value of the consideration received relative to the value of the Monitor common shares being exchanged. You are encouraged to obtain current market quotations for Farmers common shares when making your election.

To be effective, this Election Form and Letter of Transmittal must be properly completed, signed and delivered to the Exchange Agent at one of the addresses listed in the Election and Instructions, together with your share certificate(s) or confirmation of book-entry transfer, by the Election Deadline. Do not send your election materials to Monitor or Farmers.

SIGNATURE(S) REQUIRED. Signature of Registered Holder(s) or Agent

Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on share certificate(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 5, 6, 7 and 8.

By signing below, I represent and warrant as follows:

1. I have full power and authority to surrender the Monitor common shares represented by the share certificate(s) surrendered herewith or transferred in book-entry, free and clear of all liens, claims and encumbrances. I will, upon request, execute and deliver any additional documents reasonably deemed by the Exchange Agent to be appropriate or necessary to complete the surrender and exchange of my Monitor common shares.

2. I understand that neither surrender nor an election is made in acceptable form until receipt by the Exchange Agent of this Election Form and Letter of Transmittal, duly completed and manually signed, together with any certificate(s) representing Monitor common shares and all accompanying evidences of authority. I agree that all questions as to validity, form and eligibility of any surrender of the Monitor common shares will be determined by the Exchange Agent.

3. I understand that I may not and shall not sell or otherwise transfer the Monitor common shares subject to this Election Form unless the Merger Agreement is terminated or I properly revoke this election prior to the Election Deadline.

4. I acknowledge that, until I properly surrender the certificate(s) representing the Monitor common shares to which this Election Form and Letter of Transmittal relates or properly transfer such Monitor common shares in book-entry form, I will not receive any consideration issuable or payable in connection with the Merger. Delivery of such certificate(s) will be effected, and risk of loss and title to such certificate(s) will pass, only upon proper delivery thereof to the Exchange Agent in the appropriate manner to one of the addresses listed in the Instructions.

Sign and provide your tax ID number on the IRS Form W-9 provided herein (or the appropriate IRS Form W-8 if you are a non-U.S. stockholder, a copy of which can be obtained at www.irs.gov). See Instruction 9.

Sign and provide your Taxpayer Identification Number or Social Security Number, as applicable, on the IRS Form W-9 if provided (or the appropriate IRS Form W-8 if you are a non-U.S. stockholder, a copy of which can be obtained at www.irs.gov).

Signature of owner Signature of co-owner, if any Area Code/Phone Number

SIGNATURE(S) GUARANTEED (IF REQUIRED) See Instruction 6.

Unless the shares were tendered by the registered holder(s) of the common shares, or for the account of a member of a U.S. eligible institution, your signature(s) must be guaranteed by an eligible institution.

Authorized Signature Name of Firm

Address of Firm – Please Print

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SPECIAL TRANSFER INSTRUCTIONS

To be completed ONLY if the shares and/or cash in lieu of fractional shares are to be registered in the name of someone other than the undersigned.

All changes in registration require a Medallion Signature Guarantee. Joint registrations must include the form of tenancy. Custodial registrations must include the name of the custodian (only one). Trust account registrations must include the names of all current acting trustees and the date of the trust agreement.

Name:

(PLEASE TYPE OR PRINT)

Address:
	(INCLUDE ZIP CODE)
	(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

(SEE SUBSTITUTE FORM W-9)

SPECIAL TRANSFER INSTRUCTIONS

To be completed ONLY if the shares and/or cash in lieu of for fractional shares are to be mailed or sent to someone other than the undersigned or to the undersigned at an address other than that designated above.

Name:

(PLEASE TYPE OR PRINT)

Address:
	(INCLUDE ZIP CODE)
	(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

EX-99.3

EXHIBIT 99.3

INSTRUCTIONS

(Please read carefully all of the instructions below)

1. Delivery; Election Deadline: For any election contained herein to be considered, the Election Form and Letter of Transmittal, properly completed in accordance with these instructions and signed, together with either your common share certificate(s) or evidence of common shares in book-entry form, as applicable, or a properly completed Notice of Guaranteed Delivery, and any other documentation reasonably required by Farmers National Banc Corp.’s exchange agent, Computershare Trust Company, N.A. and Computershare Inc. (the “Exchange Agent”), must be sent to the Exchange Agent at one of the following addresses so that it is actually received by the Exchange Agent at or prior to the deadline for submitting election forms (the “Election Deadline”).

If delivering by mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 If delivering by courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Do not otherwise send such materials to Monitor or Farmers National Banc Corp. (“Farmers”) because they will not be forwarded to the Exchange Agent and your election will be invalid. The method of delivery is at the option and risk of the surrendering common shareholder. Registered mail, appropriately insured, with return receipt requested, is recommended. A return envelope is enclosed for your convenience. Delivery shall be effected, and risk of loss and title will pass, only upon proper delivery of the common share certificate(s) to the Exchange Agent.

The Election Deadline is Wednesday, August 10, 2017. If the Election Deadline is extended for any reason, both Farmers and Monitor will publicly announce the new Election Deadline at least five business days prior to the Election Deadline in a press release, on their websites and in a filing with the SEC. You may also obtain up-to-date information regarding the Election Deadline by calling the Exchange Agent at 1-866-596-2937. You bear the risk of ensuring proper and timely delivery. Therefore, we encourage you to submit your election materials promptly.

The Exchange Agent will determine whether any Election Form and Letter of Transmittal is received on a timely basis and whether an Election Form and Letter of Transmittal has been properly completed.

2. Revocation or Change of Election Form: Any Election Form and Letter of Transmittal may be revoked or changed by written notice from the Monitor common shareholder submitting such form to the Exchange Agent, but to be effective such notice must be received by the Exchange Agent prior to the Election Deadline. Revocations must specify the name in which your common shares are registered on the share transfer books of Monitor. The Exchange Agent will have discretion to determine whether any revocation or change is received on a timely basis and whether any such revocation or change has been properly made. No election may be revoked or changed after the Election Deadline unless and until the Agreement and Plan of Merger, dated as of March 13, 2017 (as it may be amended from time to time, the “Merger Agreement”), entered into by and among Monitor, FMNB Merger Subsidiary II, LLC and Farmers, is terminated. See Instruction 4.

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3. Surrender of Original Certificate(s); Lost, Stolen or Destroyed Certificate(s): For any election contained herein to be effective, this Election Form and Letter of Transmittal must be accompanied by the original share certificate(s) evidencing your Monitor common shares and any required accompanying evidences of authority. If your share certificate(s) has been lost, stolen or destroyed, contact the Exchange Agent at 1-866-596-2937 prior to submitting the Election Form and Letter of Transmittal regarding the requirements for replacement of the certificate(s). You are urged to call the Exchange Agent immediately to ensure timely processing of the documentation.

4. Termination of Merger Agreement: In the event of termination of the Merger Agreement, the Exchange Agent will promptly return share certificate(s) representing Monitor common shares via registered mail or through a book-entry transfer for common shares held in street name. The Exchange Agent and Monitor will use their commercially reasonable efforts to facilitate return of such share certificate(s) in the event of termination of the Merger Agreement, but return of share certificate(s) other than by registered mail will only be made at the expense, written direction and risk of the requesting Monitor common shareholder, accompanied by a pre-paid, pre-addressed return courier envelope sent to the Exchange Agent.

5. Signatures: If this Election Form and Letter of Transmittal is signed by the registered holder(s) of the common shares surrendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) surrendered or on the assignment authorizing transfer, without alteration, enlargement or any change whatsoever. Do not sign the share certificate(s) because signatures are not required if the share certificate(s) surrendered herewith are submitted by the registered owner of such common shares who has not completed the section entitled “Special Payment and Issuance Instructions” or are for the account of an Eligible Institution (as defined below). If any of the common shares surrendered hereby are owned by two or more joint owners, all such owners must sign the Election Form and Letter of Transmittal exactly as written on the face of the certificate(s). If any common shares are registered in different names on several share certificates, it will be necessary to complete, sign and submit as many separate Election Forms and Letters of Transmittal as there are different registrations. Election Forms and Letters of Transmittal executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary capacity who are not identified as such to the registration must be accompanied by proper evidence of the signatory’s authority to act.

6. Guarantee of Signatures: No signature guarantee is required on this Election Form and Letter of Transmittal if (a)(i) this Election Form and Letter of Transmittal is signed by the registered holder(s) (including any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of such common shares) of common shares surrendered with this Election Form and Letter of Transmittal and (ii) such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment and Issuance Instructions;” or (b) such common shares are surrendered for the account of a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents’ Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on this Election Form and Letter of Transmittal must be guaranteed by an Eligible Institution.

7. Special Payment and Issuance Instructions: If the merger consideration is to be made payable to or registered in a name other than the name(s) that appear(s) on the surrendered share certificate(s), indicate the name(s) and address in the box captioned “Special Payment and Issuance Instructions.” The common shareholder(s) named in the box captioned “Special Payment and Issuance Instructions” will be considered the record owner(s) and should complete the section entitled “Signatures

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Required” and the enclosed Internal Revenue Service (“IRS”) Form W-9 (or the appropriate IRS Form W-8 if you are a non-U.S. person, a copy of which can be obtained at www.irs.gov). If the section entitled “Special Payment and Issuance Instructions” is completed, then signatures on this Election Form and Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution. If the surrendered common share certificate(s) are registered in the name of a person other than the signer of this Election Form and Letter of Transmittal, or if issuance is to be made to a person other than the signer of this Election Form and Letter of Transmittal or if the issuance is to be made to a person other than the registered owner(s), then the surrendered share certificate(s) must be endorsed or accompanied by duly executed stock powers, in each case signed exactly as the name(s) of the registered owner(s) appear on such share certificate(s) or stock power(s), with the signatures on the share certificate(s) or stock power(s) guaranteed by an Eligible Institution as provided herein.

8. Special Delivery Instructions: If the merger consideration is to be delivered to another address than that set forth next to the signature of the registered holder, indicate the address in the box captioned “Special Delivery Instructions.” If the section entitled “Special Delivery Instructions” is completed, then signatures on this Election Form and Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution.

9. IRS Form W-9: A common shareholder that is a U.S. person (including a resident alien) should complete the enclosed IRS Form W-9 and provide such common shareholder’s correct Taxpayer Identification Number (“TIN”). Failure to provide the information on the form may subject the surrendering common shareholder to U.S. backup withholding (currently at a rate of 28%) on any reportable payment made pursuant to the merger. A common shareholder that is a non-U.S. person should use the appropriate IRS Form W-8, a copy of which can be obtained at www.irs.gov. Please review the instructions included on the enclosed IRS Form W-9 for additional information.

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