M&A - CNB FINANCIAL CORP/PA

Form Type: 425

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525080836

Filing Summary: On April 15, 2025, CNB Financial Corporation announced its merger with ESSA Bancorp, Inc. in an all-stock transaction, enhancing CNB's presence in eastern Pennsylvania and the greater Lehigh Valley. The announcement highlighted the strong banking tradition shared between CNB and ESSA, aiming to align two high-performing banks dedicated to client-focused services and community support. This update marks a significant strategic move for CNB as it progresses in executing its core growth strategies, underlining the importance of forward-looking financial statements that address potential risks and uncertainties stemming from the merger and other operational factors.

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Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000119312525076836

Filing Summary: On April 9, 2025, CNB Financial Corporation reported that it and CNB Bank entered into a Merger Agreement with ESSA Bancorp, Inc. and ESSA Bank & Trust, where ESSA will merge into CNB, with CNB being the surviving entity. Five demand letters and two complaints have been received regarding the joint proxy statement/prospectus related to the merger, alleging that the document was materially misleading. CNB and ESSA assert that these allegations are without merit and claim compliance with applicable laws, though they are supplementing the joint proxy statement/prospectus to mitigate any potential delays or distractions from the merger process. Additional disclosures regarding financial analyses and comparisons with peer companies in the banking sector were also provided in this filing, continuing to emphasize their position that no further disclosures are legally mandated. The company affirms its commitment to transparency and adherence to regulatory standards during the merger process.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000119312525076823

Filing Summary: On April 9, 2025, CNB Financial Corporation (CNB) filed a Form 8-K detailing updates regarding its merger with ESSA Bancorp, Inc. (ESSA), which was initially announced on January 9, 2025. The merger will see ESSA merge into CNB with CNB as the surviving entity. Following the announcement, both companies received several demand letters and complaints from shareholders alleging that their joint proxy statement/prospectus was materially incomplete and misleading. Despite these allegations, CNB and ESSA contend that the claims are without merit and that their disclosures comply with applicable laws. To mitigate the risk of litigation impacting the merger, they plan to supplement the disclosures in the joint proxy statement/prospectus. Supplemental disclosures include amendments to financial analyses and advisory opinions concerning the merger. The document reiterates that CNB and ESSA deny any wrongdoing and emphasizes that no admissions of materiality or necessity for further disclosure are made in the report.

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Form Type: DEFA14A

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525075120

Filing Summary: CNB Financial Corporation has announced that the independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) recommends that shareholders support the proposal to issue common stock in connection with the merger of ESSA Bancorp, Inc. with CNB. This proposal, along with the approval of the 2025 Omnibus Incentive Plan and a non-binding advisory resolution regarding executive compensation, will be discussed at the upcoming Annual Meeting scheduled for April 15, 2025. Shareholders of record as of February 18, 2025, will have the opportunity to participate in the meeting via live webcast. CNB advises all shareholders to read the joint proxy statement/prospectus detailing voting instructions and any relevant documentation regarding the merger. Key risks related to the merger and forward-looking statements about CNB's future performance are also highlighted in the document, indicating the complexities and uncertainties associated with the merger process.

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Form Type: S-4/A

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525044149

Filing Summary: On March 3, 2025, CNB Financial Corporation announced a merger agreement with ESSA Bancorp, Inc. where ESSA will merge into CNB, with CNB as the surviving entity. ESSA Bank will also merge into CNB Bank, a wholly-owned subsidiary of CNB, with CNB Bank as the surviving entity. Shareholders of CNB and ESSA are scheduled to vote on various merger-related proposals on April 15, 2025. Approval from CNB's shareholders is needed for the issuance of shares in connection with the merger, the approval of a new Omnibus Incentive Plan, and the appointment of independent auditors, among others. ESSA's shareholders will vote on the merger agreement and related compensation proposals. If completed, ESSA shareholders will receive 0.8547 shares of CNB common stock for each share of ESSA they own, alongside cash for any fractional shares. The document serves as a joint proxy statement and prospectus regarding the merger, emphasizing the importance of shareholder votes during the meetings scheduled for the same day.

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Form Type: S-4

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030821

Filing Summary: This registration statement under the Securities Act of 1933 is related to the proposed merger between CNB Financial Corporation and ESSA Bancorp, Inc. The merger agreement states that ESSA will merge with and into CNB, with CNB as the surviving entity, and ESSA Bank will merge into CNB Bank, with CNB Bank as the surviving entity. Shareholders of CNB and ESSA will be called to vote on various proposals, including the issuance of shares of CNB common stock as part of the merger and compensation for CNB executives. ESSA shareholders will receive 0.8547 shares of CNB common stock for each share of ESSA stock they own, along with cash for any fractional shares. The document provides details on shareholder meetings, voting processes, and the importance of obtaining current market quotes for CNB stock before voting.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004105

Filing Summary: On January 9, 2025, CNB Financial Corporation and its subsidiary CNB Bank entered into a Merger Agreement with ESSA Bancorp, Inc. and its subsidiary ESSA Bank & Trust. The Merger Agreement, unanimously approved by the boards of directors of both parties, stipulates that ESSA will merge into CNB, with CNB as the surviving entity, and ESSA Bank will merge into CNB Bank, which will also be the surviving bank. Each outstanding share of ESSA common stock will convert into the right to receive 0.8547 shares of CNB common stock as part of the Merger Consideration. The transaction is expected to close in the third quarter of 2025 and is subject to customary closing conditions, including regulatory approvals and shareholder votes from both CNB and ESSA. In conjunction with the agreement, CNB entered into voting agreements with certain directors and executive officers of ESSA and vice versa to ensure shareholder support for the respective approvals needed for the Merger. Additionally, if the Merger fails to close under particular circumstances, ESSA may owe CNB a termination fee of $8.8 million. The document emphasizes that additional details will be included in a forthcoming registration statement on Form S-4 and a joint proxy statement, and advises investors to read these important documents when available.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004099

Filing Summary: On January 9, 2025, CNB Financial Corporation and its subsidiary bank, CNB Bank, entered into a Merger Agreement with ESSA Bancorp, Inc. and its subsidiary bank, ESSA Bank & Trust. Under the agreement, CNB will acquire ESSA through a merger where ESSA will merge with CNB, with CNB as the surviving entity, and subsequently, ESSA Bank will merge into CNB Bank. Each share of ESSA common stock will convert into the right to receive 0.8547 shares of CNB common stock. The merger is pending customary closing conditions, regulatory approvals, and shareholder approval, expected to finalize in the third quarter of 2025. Voting agreements were established among directors and shareholders of both companies to support the merger. Should the merger not occur under certain conditions, ESSA may owe CNB a termination fee of $8.8 million. The agreement includes several covenants regarding the businesses during the transition period and specifies provisions for certain stock awards and liabilities. Both companies plan to file additional documentation with the SEC regarding the merger.

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