M&A - ESSA Bancorp, Inc.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000094337425000153

Filing Summary: On April 15, 2025, ESSA Bancorp, Inc. held a Special Meeting of Shareholders to vote on three proposals. The first proposal, concerning the merger with CNB Financial Corporation, was approved by a majority of votes. The merger entails ESSA Bancorp merging with CNB, where CNB will be the surviving entity, and ESSA Bank will merge into CNB Bank, also with CNB Bank being the surviving entity. The second proposal, which involved approving non-binding compensation for named executive officers in connection with the merger, was also approved. Lastly, the third proposal for adjournments was approved but ultimately unnecessary since the merger proposal was already accepted. The meeting had a quorum with 8,856,349 shares represented out of 10,154,664 outstanding shares.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000094337425000149

Filing Summary: ESSA Bancorp, Inc. (ESSA) and its wholly-owned subsidiary, ESSA Bank & Trust, entered into a Merger Agreement with CNB Financial Corporation (CNB) and its subsidiary, CNB Bank, whereby ESSA will merge into CNB with CNB as the surviving entity. This announcement follows prior disclosures and involves a joint proxy statement/prospectus filed by CNB with the SEC, dated March 5, 2025, which was mailed to shareholders on approximately March 7, 2025. ESSA received multiple demand letters and is aware of two complaints alleging that false and misleading statements were made regarding the merger process. ESSA asserts these allegations are without merit and believes that the disclosures in the joint proxy statement comply with legal requirements. However, in order to mitigate risks of potential litigation affecting the merger, ESSA is supplementing the joint proxy statement without admitting liability. Supplemental disclosures associated with the merger, along with opinions from financial advisors, have been provided, including analyses of comparable companies and precedent transactions, accompanied by new and updated financial projections for both ESSA and CNB. In conclusion, the merger intends to consolidate operations while mitigating legal risks arising from shareholder grievances.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000094337425000148

Filing Summary: On April 9, 2025, ESSA Bancorp, Inc. disclosed updates regarding its proposed merger with CNB Financial Corporation, which had initially been announced on January 9, 2025. This merger will see ESSA merge with CNB, with CNB as the surviving entity. The documentation associated with the merger includes a Registration Statement on Form S-4 filed by CNB and a definitive joint proxy statement filed by ESSA with the SEC on March 5, 2025. Between March 5 and March 17, 2025, ESSA received five demand letters from purported shareholders and was made aware of two complaints filed in New York state court, both alleging misleading proxy statements related to the merger. ESSA has stated that the allegations are without merit and has decided to supplement the proxy statement to mitigate any potential delays or distractions related to the merger process, without admitting any liability. The supplemental disclosures aim to clarify the financial advisor's analyses and assumptions related to the merger, including updates to financial forecasts and analyses of comparable transactions. Investors are encouraged to read the full proxy statement/prospectus as it contains crucial information about the merger.

Form Type: DEFM14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525049000

Filing Summary: ESSA Bancorp, Inc. is involved in a proposed merger with CNB Financial Corporation. The merger agreement, dated January 9, 2025, outlines that ESSA will merge with CNB, with CNB as the surviving entity. The special meeting for ESSA shareholders to vote on this merger is scheduled for April 15, 2025, at 10:00 a.m. Eastern time. During this meeting, shareholders will vote on the merger proposal, compensation for named executive officers concerning the merger, and potential adjournments if necessary. Shareholders of ESSA will receive 0.8547 shares of CNB common stock for each share of ESSA common stock they own upon completion of the merger. The document emphasizes the importance of shareholder voting and summarizes the proposals that will be considered. It also outlines the recommendations from the Boards of Directors of both companies, urging shareholders to vote in favor of the merger. The proxy statement was filed with the SEC on March 5, 2025, and will be mailed to shareholders on or about March 7, 2025.

Form Type: 10-K/A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: Update

Accession Number: 000119312525014349

Filing Summary: ESSA Bancorp, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2024. This amendment was necessitated due to the company not filing its definitive annual proxy statement within the required 120 days of the fiscal year's end. The filing includes new certifications mandated by the Sarbanes-Oxley Act of 2002. A significant development noted in the report is the definitive merger agreement entered on January 9, 2025, with CNB Financial Corporation, indicating that the two companies will merge in an all-stock transaction, pending stockholder and regulatory approvals. This merger may affect future stockholder meetings as the company does not expect to hold an annual meeting prior to the merger's completion. Financial information such as share counts (18,133,095 issued and 10,154,664 outstanding as of January 24, 2025) and aggregate market value ($195,325,406) is also presented in this filing.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004098

Filing Summary: On January 9, 2025, ESSA Bancorp, Inc. and its subsidiary, ESSA Bank & Trust, entered into a definitive Agreement and Plan of Merger with CNB Financial Corporation and its subsidiary, CNB Bank. Under the agreement, CNB will acquire ESSA, with ESSA merging into CNB and subsequently, ESSA Bank merging into CNB Bank. Each share of ESSA common stock will convert into the right to receive 0.8547 shares of CNB's common stock as consideration. The merger has been approved by the boards of directors of both companies and is expected to close in the third quarter of 2025, pending regulatory and shareholder approvals. Voting agreements were enacted by certain directors and executives of both companies to facilitate shareholder approval of the merger. Should the merger not be finalized under specific conditions, ESSA may need to pay CNB a termination fee of $8.8 million. The agreement also includes customary representations and warranties along with covenants regarding the conduct of businesses leading to the merger closure. Furthermore, the document outlines the treatment of stock awards and cash-settled awards of ESSA in the merger process. A joint press release was issued on January 10, 2025, announcing the signing of the merger agreement.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004095

Filing Summary: On January 9, 2025, ESSA Bancorp, Inc. entered into an Agreement and Plan of Merger with CNB Financial Corporation, whereby CNB will acquire ESSA. Under the agreement, each share of ESSA common stock will be converted into 0.8547 shares of CNB common stock. The merger is subject to regulatory approvals and ESSA and CNB shareholder approvals, and is expected to close in the third quarter of 2025. As part of the merger, directors and executive officers of ESSA entered into voting agreements to support the merger. If the merger does not close under specified circumstances, ESSA is obligated to pay CNB a termination fee of $8.8 million. The agreement includes various customary representations, warranties, covenants related to business conduct, and provisions for ESSA's restricted stock awards and cash-settled awards. Additionally, cesent of ESSA's executives will have their employment agreements terminated effective upon closing of the merger, with cash payments contingent on the merger's closing. A joint press release regarding the merger was issued on January 10, 2025.