CNB Financial Corporation Successfully Closes Merger With FC Banc Corp.

   CNB Financial Corporation Successfully Closes Merger With FC Banc Corp.

PR Newswire

CLEARFIELD, Pa., Oct. 15, 2013

CLEARFIELD, Pa., Oct. 15, 2013 /PRNewswire/ --CNB Financial Corporation
("CNB") (Nasdaq: CCNE) announced today the successful closing on October 11,
2013 of its previously announced merger with FC Banc Corp. ("FC") (OTC: FCBZ).
Under the terms of the agreement, FC merged with and into CNB, with CNB being
the surviving corporation of the merger. Additionally, Farmers Citizens Bank,
the wholly owned subsidiary of FC, merged with and into CNB Bank, a wholly
owned subsidiary of CNB, with CNB Bank continuing as the surviving entity.

As a result of the merger, for each share of FC common stock, FC shareholders
were entitled to elect to receive either (x)$30.00 in cash or (y)1.754
shares of CNB common stock and shall receive cash in lieu of fractional
shares, subject to proration procedures. Based on the elections and proration
procedures, the total consideration payable to FC shareholders is
approximately $41.6 million, comprised of approximately $8.0 million in cash
and 1,873,879shares of CNB common stock, valued at approximately $33.6
million based on the October 11, 2013 closing price of $17.91 per share of CNB
common stock.

The merger provides CNB with an additional $357 million in assets, including
$253 million in net loans held for investment, and $331 million in deposits.
At September 30, 2013, CNB had assets of $1.8 billion.

Farmers Citizens Bank closed at 5 p.m. on October11, 2013 and reopened as
FCBank, a division of CNB Bank, on Tuesday, October15, 2013 for regular bank

About CNB Financial Corporation
CNB Financial Corporation is a financial holding company with pre-merger
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 wealth and asset management services, for individual,
business, governmental, and institutional customers. CNB Bank operations
include Wealth and Asset Management, a Private Banking division and, prior to
its merger with Farmers Citizens Bank, 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

SOURCE CNB Financial Corporation

Contact: Amy Potter, Marketing Dept., 814-765-9621
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