UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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).
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| 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 |
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| 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 | ||||||
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Date: March 19, 2020
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| By |
/s/ Tito L. Lima | |||||
| Tito L. Lima | ||||||
| Treasurer | ||||||