-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QI/PdROmPVGKAVN/65FO6mQ6hlvhW64F9yPRYA+uY3NNM2e4VXU1zCK8QErjALxT 3FATHvE0/XFQbs+R+imcRw== 0000909654-09-000588.txt : 20090529 0000909654-09-000588.hdr.sgml : 20090529 20090529151453 ACCESSION NUMBER: 0000909654-09-000588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090529 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090529 DATE AS OF CHANGE: 20090529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNB Financial Corp. CENTRAL INDEX KEY: 0001345622 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 203801620 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51685 FILM NUMBER: 09861244 BUSINESS ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 BUSINESS PHONE: 508-752-4800 MAIL ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 8-K 1 cnbfinancial8kmay29-09.txt 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): May 29, 2009 CNB Financial Corp. ------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-51685 20-3801620 ------------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 33 Waldo Street, PO Box 830, Worcester, MA 01613-0830 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 752-4800 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (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)) ITEM 7.01 REGULATION FD DISCLOSURE. ------------------------ On May 29, 2009, CNB Financial Corp., the holding company for Commonwealth National Bank, announced that it plans to begin discussions with United Financial Bancorp, Inc. regarding United Financial Bancorp's unsolicited acquisition proposal. CNB Financial will also commence discussions with an additional bank that also made an unsolicited acquisition proposal. The press release announcing the commencement of discussions is included as Exhibit 99.1 to this report and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (d) Exhibits Number Description ------ ----------- 99.1 Press release dated May 29, 2009 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 Corp. Date: May 29, 2009 By: /s/ Charles R. Valade -------------------------------------- Charles R. Valade President and Chief Executive Officer EX-99.1 2 cnbexb99may29-09.txt EXHIBIT 99.1 Contact: Charles R. Valade President and Chief Executive Officer (508) 793-8321 CNB FINANCIAL CORP. TO BEGIN DISCUSSIONS WITH UNITED FINANCIAL BANCORP, INC. AND ADDITIONAL PARTY REGARDING UNSOLICITED ACQUISITION PROPOSALS WORCESTER, MASS. - MAY 29, 2009 - CNB Financial Corp. (OTCBB:CFNA), parent company of Commonwealth National Bank, today announced that it plans to begin discussions with United Financial Bancorp, Inc., the holding company for United Bank, located in West Springfield, Massachusetts, regarding United Financial Bancorp's unsolicited acquisition proposal. United Financial Bancorp has offered to acquire each outstanding share of CNB Financial Corp. for $10.25 per share in a transaction consisting of an equal amount of stock and cash, subject to elections by the shareholders. CNB Financial Corp. also will commence discussions with an additional bank that also made an unsolicited acquisition proposal. As previously announced, CNB Financial Corp. entered into a definitive Agreement and Plan of Merger with Berkshire Hills Bancorp, Inc. which was amended to provide that Berkshire Hills Bancorp would acquire each outstanding share of CNB Financial Corp. in exchange for 0.4292 shares of Berkshire Hills Bancorp common stock. The merger agreement with Berkshire Hills Bancorp remains in effect and CNB Financial Corp. continues to be bound by its terms. CNB Financial Corp. may not enter into a definitive agreement with United Financial Bancorp or the other bank unless the merger agreement with Berkshire Hills Bancorp has first been terminated, and CNB Financial Corp. is not entitled to unilaterally terminate the merger agreement with Berkshire Hills Bancorp to accept a superior proposal. Under the terms of the merger agreement, Berkshire Hills Bancorp may elect to terminate the merger agreement if CNB Financial Corp.'s Board of Directors does not recommend approval of the merger agreement and either party may terminate if CNB Financial Corp.'s shareholders fail to approve the merger agreement. In addition, CNB Financial Corp. and Berkshire Hills Bancorp may mutually agree to terminate their merger agreement. Accordingly, there can be no assurances that these discussions will lead to the termination of the merger agreement with Berkshire Hills Bancorp or the execution of a definitive agreement with United Financial Bancorp or the additional party. ABOUT CNB FINANCIAL CORP. AND COMMONWEALTH NATIONAL BANK Commonwealth National Bank, a wholly-owned subsidiary of CNB Financial Corp., opened its doors in December 2001. It was the first new bank started in the Worcester area in more than 15 years. Recognized for its personalized service, state-of-the art products and experienced bankers, Commonwealth offers branches in Worcester at 33 Waldo Street, One West Boylston Street and 1393 Grafton Street, as well as at 564 Main Street in Shrewsbury, 701 Church Street in Northbridge and 26 West Boylston Street in West Boylston, Massachusetts. THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON ASSUMPTIONS AND MAY DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS OF CNB FINANCIAL CORP. THESE FORWARD-LOOKING STATEMENTS ARE GENERALLY IDENTIFIED BY USE OF THE WORDS "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE," "PROJECT" OR SIMILAR EXPRESSIONS. CNB FINANCIAL CORP.'S ABILITY TO PREDICT RESULTS OR THE ACTUAL EFFECT OF FUTURE PLANS OR STRATEGIES IS INHERENTLY UNCERTAIN. FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON THE OPERATIONS OF CNB FINANCIAL CORP. AND ITS SUBSIDIARY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN INTEREST RATES, NATIONAL AND REGIONAL ECONOMIC CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES, MONETARY AND FISCAL POLICIES OF THE U.S. GOVERNMENT, INCLUDING POLICIES OF THE U.S. TREASURY AND THE FEDERAL RESERVE BOARD, THE QUALITY AND COMPOSITION OF THE LOAN OR INVESTMENT PORTFOLIOS, DEMAND FOR LOAN PRODUCTS, DEPOSIT FLOWS, COMPETITION, DEMAND FOR FINANCIAL SERVICES IN CNB FINANCIAL CORP.'S MARKET AREA, CHANGES IN REAL ESTATE MARKET VALUES IN CNB FINANCIAL CORP.'S MARKET AREA, CHANGES IN RELEVANT ACCOUNTING PRINCIPLES AND GUIDELINES AND INABILITY OF THIRD PARTY SERVICE PROVIDERS TO PERFORM. ADDITIONAL FACTORS THAT MAY AFFECT OUR RESULTS ARE DISCUSSED IN CNB FINANCIAL CORP.'S ANNUAL REPORT INCLUDED IN THE SECTION TITLED "RISK FACTORS," AND IN OTHER REPORTS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING FORWARD-LOOKING STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION, CNB FINANCIAL CORP. DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS THAT MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THE STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS. -----END PRIVACY-ENHANCED MESSAGE-----