CNB Financial Corporation Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

CNB Financial Corporation (NASDAQ: CCNE) announced a public offering of 3,702,127 shares at $23.50 each, generating approximately $87 million in gross proceeds. After fees, net proceeds are projected to be about $81.7 million, which will be used for general corporate purposes, including working capital and potential acquisitions. Additionally, underwriters have a 30-day option to buy 555,319 more shares. The offering is set to close on or around September 21, 2022.

Positive

• Net proceeds of approximately $81.7 million for corporate growth and acquisitions.
• Potential additional income from underwriter's option to purchase more shares.

Negative

• Dilution of existing shareholders' equity due to the stock offering.

CLEARFIELD, Pa., Sept. 16, 2022 (GLOBE NEWSWIRE) -- CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, announced today the pricing of its underwritten public offering of 3,702,127 shares of its common stock at a public offering price of $23.50 per share, resulting in gross proceeds of approximately $87 million. The net proceeds to CNB after deducting the underwriting discount and estimated offering expenses are expected to be approximately $81.7 million. CNB intends to use the net proceeds from the offering for general corporate purposes, which may include working capital and the funding of organic growth or potential acquisitions.

In addition, CNB has granted the underwriters a 30-day option to purchase an aggregate of up to an additional 555,319 shares of common stock.

PNC FIG Advisory, part of PNC Capital Markets LLC, and Janney Montgomery Scott LLC are acting as joint book-running managers for the offering.

CNB expects to close the offering, subject to customary conditions, on or about September 21, 2022. The shares of common stock are being offered and sold pursuant to an effective shelf registration statement that CNB previously filed with the Securities and Exchange Commission (the “SEC”). Copies of the preliminary prospectus supplement relating to the offering and the final prospectus supplement, when available, may be obtained by visiting the SEC’s website located at www.sec.gov or by contacting PNC FIG Advisory, part of PNC Capital Markets LLC at PNCFIGAdvisoryCapitalMarkets@pnc.com or Janney Montgomery Scott LLC at prospectus@janney.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security of CNB, which is made only by means of the prospectus supplement and the accompanying prospectus, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The common stock offered in the public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $5.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, three loan production offices, one drive-up office and 46 full-service offices in Pennsylvania, Ohio, New York and Virginia. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; and Ridge View Bank, with offices in the Southwest Virginia region. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and forward-looking statement disclaimers in CNB’s annual and quarterly reports filed with the SEC.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

FAQ

What is the price of CNB Financial's recent stock offering?

The stock was offered at a price of $23.50 per share.

How much money will CNB Financial raise from the stock offering?

CNB Financial expects to raise approximately $87 million in gross proceeds.

What will CNB Financial do with the proceeds from the stock offering?

The net proceeds will be used for general corporate purposes, including working capital and potential acquisitions.

When is the expected closing date for CNB Financial's stock offering?

The offering is expected to close on or about September 21, 2022.

Is there a possibility for additional shares to be purchased in the stock offering?

Yes, the underwriters have a 30-day option to purchase an additional 555,319 shares.