8-K

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): March 18, 2020

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	000-13396	25-1450605
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

31 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	CCNE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 March 18, 2020, CNB Financial Corporation (the “Company”) announced that at a special meeting of Bank of Akron (“Akron”) shareholders held on March 18, 2020, the shareholders of Akron voted to adopt the Agreement and Plan of Merger, dated December 18, 2019, by and among Akron, the Company and CNB Bank (the “Merger Agreement”), which provides for, among other things, the merger of Akron with and into CNB Bank (the “Merger”).

The Company and Akron expect to consummate the transaction in the third quarter of 2020 following the receipt of the requisite regulatory approvals and the satisfaction of all closing conditions. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the parties to satisfy the closing conditions in the Merger Agreement in a timely manner or at all; (2) failure to obtain governmental approvals for the Merger; (3) disruptions to the parties’ businesses as a result of the announcement and pendency of the Merger; (4) costs or difficulties related to the integration of the business following the Merger; (5) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; (6) changes in general business, industry or economic conditions or competition; (7) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (8) adverse changes or conditions in the capital and financial markets; (9) changes in interest rates; (10) the inability to realize expected cost savings or achieve other anticipated benefits in connection with the Merger; (11) changes in the quality or composition of our loan and investment portfolios; (12) adequacy of loan loss reserves; (13) increased competition; (14) loss of certain key officers; (15) deposit attrition; (16) rapidly changing technology; (17) unanticipated regulatory or judicial proceedings and liabilities and other costs; (18) changes in the cost of funds, demand for loan products or demand for financial services; and (19) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.

The foregoing list should not be construed as exhaustive, and the Company and Akron undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

For additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please see filings by CNB Financial Corporation with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Press Release dated March 18, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

	CNB FINANCIAL CORPORATION
Date: March 19, 2020
	By	/s/ Tito L. Lima
		Tito L. Lima
		Treasurer

EX-99.1

Exhibit 99.1

News Release

Contacts: Joseph B. Bower, Jr. President and CEO CNB Financial Corporation (814) 765-9621   FOR IMMEDIATE RELEASE Anthony J. Delmonte, Jr. President and CEO Bank of Akron (716) 542-5401

CNB FINANCIAL CORPORATION ANNOUNCES

BANK OF AKRON SHAREHOLDER APPROVAL OF ACQUISITION

Clearfield, Pennsylvania – March 18, 2020 - CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, announced that shareholders of the Bank of Akron (OTC: BARK) today overwhelmingly approved the acquisition of the Bank of Akron by CNB Financial Corporation.

Dependent upon regulatory approvals and other customary closing conditions, the merger is expected to close in the third quarter 2020.

“We are very pleased to learn of the strong support for the merger by Bank of Akron shareholders and we look forward to the integration of two strong community-minded financial institutions into an even stronger financial resource that will benefit our customers,” said Joseph B. Bower, Jr., president and CEO of CNB Financial Corporation.

“Our shareholders recognize that this merger presents a unique competitive opportunity for our bank to build on our existing community banking products and use CNB’s infrastructure, and capital to better serve our customers in the future in both Erie and Niagara counties,” said Anthony J. Delmonte, Jr., president and chief executive officer of Bank of Akron.

CNB Financial Corporation announced on Dec. 18 that it had entered into a definitive agreement to acquire Bank of Akron for $215 per share in cash and stock, or approximately $64.5 million in the aggregate.

Following completion of the merger, Bank of Akron will operate as BankOnBuffalo, a division of CNB Bank, which has branch offices in downtown Buffalo, Williamsville, Orchard Park and Niagara Falls. Bank of Akron serves the western New York markets of Akron, Clarence, Clarence Center, Lancaster, and Wilson with six branch locations.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $3.8 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 and 42 full service offices in Pennsylvania, Ohio, and New York. 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; and BankOnBuffalo, based in Buffalo, New York, with offices in northern New York. 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.

About Bank of Akron

Established in 1900, Bank of Akron has approximately $400 Million in assets and provides a full range of financial services including residential mortgages, construction loans and home equity lines of credit as well as commercial loans and mortgages. Bank of Akron has six branches located in Akron, Clarence, Clarence Center, Lancaster, and Wilson, and plays an active role in supporting each community it serves. For more details on Bank of Akron, please visit www.bankofakron.com.

XML

Document and Entity Information	Mar. 18, 2020
Cover [Abstract]
Entity Registrant Name	CNB FINANCIAL CORP/PA
Amendment Flag	false
Entity Central Index Key	0000736772
Document Type	8-K
Document Period End Date	Mar. 18, 2020
Entity Incorporation State Country Code	PA
Entity File Number	000-13396
Entity Tax Identification Number	25-1450605
Entity Address, Address Line One	31 South Second Street
Entity Address, Address Line Two	PO Box 42
Entity Address, City or Town	Clearfield
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16830
City Area Code	(814)
Local Phone Number	765-9621
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	CCNE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false