CNB Financial Corporation Announces Acquisition of FC Banc Corp.
Establishes presence in neighboring Ohio market
CLEARFIELD, Pa., March 26, 2013
CLEARFIELD, Pa., March 26, 2013 /PRNewswire/ --CNB Financial Corporation
(NASDAQ: CCNE), the parent company of CNB Bank, today announced that it has
entered into a definitive agreement to acquire FC Banc Corp. (OTC: FCBZ), and
its subsidiary, The Farmers Citizens Bank ("FC Bank") for $30.00 per share in
cash and stock, or approximately $40.4 million in the aggregate.
Headquartered in Bucyrus, Ohio, FC Banc Corp. had approximately $367.0 million
in total assets and $34.2 million in shareholders' equity as of December 31,
2012, and had net income of $3.5 million for the year ended December 31,
FC Bank serves the northern Ohio markets of Bucyrus, Cardington,
Fredericktown, Mount Hope and Shiloh, as well as the markets of Worthington
and Upper Arlington in the greater Columbus area with 8 branch locations, as
well as a mortgage banking business headquartered in Dublin. Following
completion of the merger, FC Bank will operate as a separate and distinctly
branded division of CNB Bank, with local decision making and oversight, with
most customer-facing personnel largely unaffected. Coleman Clougherty,
currently President and Chief Executive Officer of FC Banc Corp., will
continue with CNB following closing of the merger.
"We are excited to expand our franchise into the neighboring Ohio market, and
to partner with such a strong earning, high performing bank," announced Joseph
B. Bower, Jr., President and CEO of CNB Financial Corporation. "There are
many similarities between the markets of FC Banc Corp. and our central
Pennsylvania and ERIEBANK markets. A presence in the greater Columbus area
will provide us additional growth opportunities and allow us to build our
business with attractive pricing and terms. We understand the needs of
customers in these markets and look forward to providing FC Bank the support
and assistance it needs to continue to grow and thrive."
Under the terms of the definitive merger agreement, which has been approved by
the Boards of Directors of both companies, shareholders of FC Banc Corp. will
be entitled to receive either a fixed exchange of 1.754 shares of CNB common
stock for each share of FC Banc Corp common stock, which is based on a 10-day
average closing price of CNB common stock as of March 25, 2013 of $17.106 per
share, or $30.00 per share in cash, with at least 80% of the consideration to
be paid in the form of CNB common stock. The transaction is expected to be a
tax-free exchange for shareholders of FC Banc Corp. CNB expects the
transaction to be accretive to its earnings per share in the first full year
of operations. On a pro forma basis, the combined company will have
approximately $2.2 billion in assets and 37 offices in central and western
Pennsylvania and northern and central Ohio.
"CNB Financial Corporation is an outstanding partner for our bank," said
Coleman J. Clougherty, President and Chief Executive Officer of FC Bank. "CNB
has a successful community banking model and has shown consistent growth, high
returns and strong stock price performance. Leveraging CNB's infrastructure
and community banking products, and having access to the capital to continue
to grow our business will serve our customers and communities well."
R. Duane Hord, Chairman of FC Banc Corp., added, "We wanted liquidity, a
strong dividend and an attractive currency for our shareholders, but also the
products, services, and access to the capital markets of a larger institution,
coupled with the local decision making and responsive service of a community
bank. CNB provides all of those things. What CNB has done with its ERIEBANK
franchise is exactly the type of opportunity we find attractive."
Following consummation of the merger, R. Duane Hord, Chairman of FC Banc
Corp., will join the Boards of Directors of CNB Financial Corporation and CNB
Bank. The transaction is expected to close in the fourth quarter of 2013,
subject to customary closing conditions, including regulatory approvals and
the approval of FC Banc Corp. shareholders.
Griffin Financial Group, LLC acted as financial advisor to CNB Financial
Corporation, and Hogan Lovells US, LLP acted as legal counsel. FC Banc Corp.
was advised by Boenning & Scattergood, Inc. and its legal counsel was Vorys,
Sater, Seymour and Pease LLP.
CNB Financial Corporation will host a conference call to discuss the
transaction on Wednesday, March 27, 2013 at 10:00 AM ET. Participating
callers may access the call by dialing 1-888-504-7963 and using passcode
1309844. A replay of the conference call will be available beginning
Wednesday, March 27, 2013 at 1:00 PM ET and will remain available through
April 10, 2013. You may access the replay by dialing 1-888-203-1112 from the
US or Canada and 719-457-0820 internationally and using the passcode 1309844.
The related investor presentation may be accessed through the Investor
Relations section of CNB's website at www.bankcnb.com.
About CNB Financial Corporation
CNB Financial Corporation is a financial holding company with consolidated
assets of approximately $1.8 billion that conducts business primarily through
CNB Bank, CNB's principal subsidiary. 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 Wealth and Asset
Management, a private banking division and 29 full-service offices in
Pennsylvania, including ERIEBANK, a division of CNB Bank. More information
about CNB and CNB Bank may be found on the internet at www.bankcnb.com.
About FC Banc Corp
FC Banc Corp. is the holding company for The Farmers Citizens Bank. Since
1907, FC Bank has had a tradition of being a locally owned bank proudly
serving its customers. With offices in Bucyrus, Cardington, Fredericktown,
Mount Hope, Upper Arlington, Shiloh and Worthington, FC Bank is an FDIC member
and an Equal Housing Lender.
Additional Information About the Transaction
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities.
The proposed transaction will be submitted to the shareholders of FC Banc
Corp. for their consideration. In connection with the proposed merger with FC
Banc Corp, CNB Financial Corporation will file with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-4 that will
include a proxy statement of FC Banc Corp. that also constitutes a prospectus
of CNB Financial Corporation. FC Banc Corp. will mail the proxy
statement/prospectus to its shareholders. Investors and security holders are
urged to read the registration statement and the proxy statement/prospectus
regarding the proposed merger when it becomes available, as well as other
documents filed with the SEC, because they will contain important information.
You may obtain a free copy of the proxy statement/prospectus (when available)
and other related documents filed by CNB Financial Corporation with the SEC at
the SEC's website at www.sec.gov. You will also be able to obtain a free copy
of the proxy statement/prospectus on CNB Financial Corporation's website,
Copies of the proxy statement/prospectus can be obtained without charge, when
available, by directing a request to CNB Financial Corporation, 1 South Second
Street, P.O. Box 42, Clearfield, PA 16830, or to FC Banc Corp., 105
Washington Square, Box 567, Bucyrus, OH 44820.
Participants in the Transaction
CNB Financial Corporation, FC Banc Corp. and their respective directors,
executive officers and certain other members of management and employees may
be deemed to be "participants" in the solicitation of proxies from the
shareholders of FC Banc Corp. in connection with the merger. Information about
the directors and executive officers of FC Banc Corp. and their ownership of
FC Banc Corp. common stock, and the interests of such participants, may be
obtained by reading the proxy statement/prospectus when it becomes available.
Information about the directors and executive officers of CNB Financial
Corporation may be found in CNB Financial Corporation's Annual Report on Form
10-K for the year ended December 31, 2012, filed with the SEC on March 8,
2013, and in its definitive proxy statement filed with the SEC on March 15,
2013. You may obtain free copies of these documents from CNB Financial
Corporation using the contact information above.
This press release 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 of the shareholders of FC Banc Corp. to approve the
merger agreement; (3) failure to obtain governmental approvals for the merger;
(4) disruptions to the parties' businesses as a result of the announcement and
pendency of the merger; (5) costs or difficulties related to the integration
of the business following the proposed merger; (6) 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; (7)
changes in general business, industry or economic conditions or competition;
(8) 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; (9)
adverse changes or conditions in the capital and financial markets; (10)
changes in interest rates or credit availability; (11) the inability to
realize expected cost savings or achieve other anticipated benefits in
connection with the proposed merger; (12) changes in the quality or
composition of loan and investment portfolios; (13) adequacy of loan loss
reserves and changes in loan default and charge-off rates; (14) increased
competition and its effect on pricing, spending, third-party relationships and
revenues; (15) loss of certain key officers; (16) continued relationships with
major customers; (17) deposit attrition, necessitating increased borrowings to
fund loans and investments; (18) rapidly changing technology; (19)
unanticipated regulatory or judicial proceedings and liabilities and other
costs; (20) changes in the cost of funds, demand for loan products or demand
for financial services; and (21) other economic, competitive, governmental or
technological factors affecting operations, markets, products, services and
The foregoing list should not be construed as exhaustive, and CNB Financial
Corporation and FC Banc Corp. 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 CNB Financial Corporation's
Annual Report on Form 10-K for the year ended December 31, 2012.
SOURCE CNB Financial Corporation
Contact: Joseph B. Bower, Jr., President and CEO, CNB Financial Corporation,
(814) 765-9621, or Coleman J. Clougherty, President and CEO, FC Banc Corp.,
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