CNB Financial Corporation Announces Strategic Merger with ESSA Bancorp

Deal News | Jan 10, 2025 | Globenewswire

CNB Financial Corporation Announces Strategic Merger with ESSA Bancorp

CNB Financial Corporation and ESSA Bancorp, Inc. have announced a strategic merger with an aggregate value of approximately $214 million. This merger will create a financial institution with approximately $8 billion in total assets. CNB will be issuing common stock to ESSA shareholders as consideration, with the transaction expected to close in the third quarter of 2025 after requisite approvals. The merger will expand CNB's footprint in Pennsylvania, enhancing its service offerings with a larger reach, while maintaining its core banking services. Financial highlights predict significant accretion to earnings and balance sheet improvements post-merger. The strategic alignment underscores low execution risks due to shared cultural and operational philosophies. Both organizations have appointed financial and legal advisors to facilitate this merger, emphasizing a robust process aimed at maximizing shareholder value and smooth integration.

Sectors

  • Banking
  • Financial Services
  • Mergers & Acquisitions

Geography

  • United States – Both CNB Financial Corporation and ESSA Bancorp are based in the U.S., specifically in Pennsylvania, which is central to the merger's strategic rationale.
  • Pennsylvania – Pennsylvania is the key state for expansion in the merger, with CNB increasing its market presence in Eastern Pennsylvania.

Industry

  • Banking – This is the primary industry for both CNB Financial Corporation and ESSA Bancorp, involving deposit-taking, lending, and other financial services.
  • Financial Services – Both companies provide a broader range of financial services, including asset management and trust services.
  • Mergers & Acquisitions – The article discusses a merger transaction, highlighting activities within this industry.

Financials

  • $214 million – The aggregate value of the merger transaction between CNB Financial Corporation and ESSA Bancorp.
  • $21.10 per share – Value per share for ESSA shareholders based on the merger agreement.
  • 0.8547 shares – The number of CNB shares ESSA shareholders will receive for each ESSA share as part of the merger.
  • 35% – The expected accretion to CNB's diluted earnings per share in 2026 due to the merger.

Participants

NameRoleTypeDescription
CNB Financial CorporationBidding CompanyCompanyA financial holding company and the parent of CNB Bank, involved in a full range of banking activities.
ESSA Bancorp, Inc.Target CompanyCompanyThe holding company of ESSA Bank & Trust, operating 20 community offices in Pennsylvania.
ESSA Bank & TrustTarget Company SubsidiaryCompanyA wholly-owned subsidiary of ESSA Bancorp, Inc., providing full-service banking.
ESSA ShareholdersSelling ShareholdersPeopleShareholders of ESSA who will receive CNB stock as part of the merger agreement.
Stephens Inc.Financial AdvisorCompanyServing as CNB's exclusive financial advisor for the merger.
Hogan Lovells US LLPLegal AdvisorCompanyProviding legal services to CNB for the transaction.
Piper Sandler & CoFinancial AdvisorCompanyProvided fairness opinion to CNB's board for the transaction.
PNC FIG AdvisoryFinancial AdvisorCompanyServing as ESSA's exclusive financial advisor for the merger.
Luse Gorman LLPLegal AdvisorCompanyProviding legal services to ESSA for the transaction.
Michael D. PeduzziCEOPersonPresident and CEO of CNB Financial Corporation.
Gary S. OlsonCEO & Strategic AdvisorPersonPresident and CEO of ESSA Bancorp who will join CNB's board and will serve as a strategic advisor post-merger.
Robert C. Selig Jr.ChairmanPersonChairman of the Board of ESSA, joining CNB's board post-merger.
Daniel J. HenningDirectorPersonESSA Director joining CNB's board following the merger.