UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 8.01. Other Events
On July 17, 2020, CNB Financial Corporation (“CNB”) completed its previously announced acquisition of Bank of Akron (“Akron”), pursuant to that certain Agreement and Plan of Merger, dated as of December 18, 2019 (the “Merger Agreement”), by and among CNB, CNB Bank and Akron. Under the terms of the Merger Agreement, Akron merged with and into CNB Bank (the “Merger”), with CNB Bank continuing as the surviving entity. Banking offices of Akron will operate under the trade name BankOnBuffalo, a division of CNB Bank.
Pursuant to the Merger Agreement, for each share of Akron common stock, Akron shareholders were entitled to elect to receive either (x) $215.00 in cash or (y) 6.6729 shares of CNB common stock and shall receive cash in lieu of fractional shares. Elections were subject to proration procedures whereby at least 75% of shares of Akron common stock will be exchanged for shares of CNB common stock. Based on the elections and proration procedures, the total consideration payable to Akron shareholders is approximately $40.8 million, comprised of approximately $16.1 million in cash and 1,501,402 shares of CNB common stock, valued at approximately $24.7 million based on the July 17, 2020 closing price of $16.43 per share of CNB common stock.
A copy of CNB’s press release dated July 20, 2020, announcing the completion of the Merger is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of CNB dated July 20, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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 | ||||||||||
| Date: July 20, 2020 | By: | /s/ Tito L. Lima |
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| Tito L. Lima | ||||||||||
| Treasurer | ||||||||||