CNB Financial Corporation Announces Proposed Public Offering of $87 Million of its Common Stock

Rhea-AI Summary

CNB Financial Corporation (NASDAQ: CCNE) announced an underwritten public offering of $87 million of its common stock, with a potential additional 15% for over-allotments. Proceeds will be used for general corporate purposes, including working capital and funding growth or acquisitions. The offering is under an effective shelf registration statement previously filed with the SEC. The company is advised by PNC FIG Advisory and Janney Montgomery Scott LLC.

Positive

• Proceeds will support working capital, organic growth, and potential acquisitions.

Negative

• Potential dilution of existing shareholders due to new stock issuance.

CLEARFIELD, Pa., Sept. 15, 2022 (GLOBE NEWSWIRE) -- CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, announced today that it has commenced an underwritten public offering of $87 million of its common stock. In addition, CNB expects to grant the underwriters a 30-day option to purchase an aggregate of up to an additional 15% of the number of shares of common stock sold in the offering to cover over allotments. Any shares sold pursuant to such option would be purchased by the underwriters at the same price per share.

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.

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

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”). A preliminary prospectus supplement and the accompanying prospectus related to the offering are being filed with the SEC and will be available at the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained 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 to be 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 purpose of the $87 million offering by CCNE?

The proceeds will be used for general corporate purposes, including working capital and funding of organic growth or potential acquisitions.

When was the public offering of common stock announced for CCNE?

The public offering was announced on September 15, 2022.

What is the potential additional amount for the offering of CCNE common stock?

CNB expects to grant underwriters a 30-day option to purchase an additional 15% of the shares sold in the offering.

Who are the underwriters for CCNE's public offering?

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

Is the common stock being offered by CCNE insured?

No, the common stock to be offered in the public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.