お知らせ • Jul 24
CNB Financial Corporation (NasdaqGS:CCNE) completed the acquisition of ESSA Bancorp, Inc. (NasdaqGS:ESSA) from group of shareholders.
CNB Financial Corporation (NasdaqGS:CCNE) entered into letter of intent to acquire ESSA Bancorp, Inc. (NasdaqGS:ESSA) from group of shareholders for approximately $210 million on October 16, 2024. CNB Financial Corporation (NasdaqGS:CCNE) entered into a definitive agreement to acquire ESSA Bancorp, Inc. (NasdaqGS:ESSA) from group of shareholders for approximately $210 million on January 9, 2025. Under the terms of the merger agreement, ESSA shareholders will receive 0.8547 shares of CNB common stock for each outstanding share of ESSA common stock. The sell-side termination fee equates to $8.8 million. The merger is expected to be ~35% accretive to CNB’s diluted earnings per share in 2026, inclusive of fully phased-in cost synergies. Tangible book value per share dilution at transaction close is projected to be 15%, with an earnback period of approximately 3.3 years. Under the terms of the merger agreement, CNB and CNB Bank will each add three directors from ESSA to their respective boards of directors. Gary S. Olson, current President, Chief Executive Officer and Director of ESSA, Robert C. Selig Jr., current Chairman of the Board of ESSA, and Daniel J. Henning, ESSA Director, will join both the CNB board and the CNB Bank board following the consummation of the merger. Additionally, Mr. Olson will have a role as strategic advisor to CNB’s Chief Executive Officer. Also, CNB will form a Board of Advisors for the ESSA Bank division. The transaction was unanimously approved by both ESSA and CNB's board of directors. The transaction is subject to the approval by the shareholders of ESSA and CNB, listing approvals, registration statement effectiveness and the regulatory approvals. The transaction is expected to close in Q3 2025. As of January 10, 2025, Monteverde & Associates PC investigates the merger. On June 30, 2025 received the necessary bank regulatory approvals and The Merger is expected to close on July 23, 2025.
Richard A. Schaberg and Les Resse of Hogan Lovells US LLP acted as legal advisors to CNB. Stephens Inc. acted as financial advisor to CNB. Frank Blanco and Jad DeQuattro of Piper Sandler & Co. acted as financial advisor and fairness opinion provider to CNB. John Gorman, Marc Levy, Max Seltzer and Zac Davis of Luse Gorman, P.C acted as legal advisors to ESSA. Robert J Pachence, Ryan J Walker, and Rafael G Fernandes of PNC FIG Advisory, Inc. acted as financial advisor and fairness opinion provider to ESSA. Piper Sandler received a $395,000 fee from CNB upon rendering its opinion. ESSA has agreed to pay PNC FIG Advisory a fee for its services currently estimated to be approximately $2.6 million, a portion of which fee became payable upon delivery of PNC FIG Advisory’s opinion and a significant portion of which fee (currently estimated to be approximately $2.3 million) is contingent upon the closing of the merger. Alliance Advisors, LLC acted as proxy solicitor to CNB Financial and will receive a fee of $25,000.Laurel Hill Advisory Group, LLC acted as proxy solicitor to ESSA Bancorp and will receive a fee of $7500.
CNB Financial Corporation (NasdaqGS:CCNE) completed the acquisition of ESSA Bancorp, Inc. (NasdaqGS:ESSA) from group of shareholders on July 23, 2025. In connection with the Merger, ESSA’s subsidiary bank, ESSA Bank & Trust, has been merged with and into CNB’s subsidiary bank, CNB Bank, and ESSA’s offices will operate going forward under the brand of ESSA Bank, a division of CNB Bank.
Consistent with the terms of the merger agreement, Gary S. Olson (ESSA CEO), Robert C. Selig Jr. (ESSA Chairman), and Daniel J. Henning (ESSA Director) will fill 3 new CNB and CNB Bank board seats. Mr. Olson will also have a role as strategic advisor to CNB’s CEO. Additionally, CNB Bank formed an Advisory Board for the ESSA Bank division.