Exhibit 99.1
News Release
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 | | | | Contact: Richard L. Greslick, Jr. Secretary (814) 765-9621 FOR IMMEDIATE RELEASE |
CNB Financial Corporation Announces Closing of Common Stock Offering
Clearfield, Pennsylvania—June 18, 2010— CNB Financial Corporation (the “Company”) (NASDAQ: CCNE), parent company of CNB Bank, today announced that it has completed its offering of 3,365,853 shares of its common stock to the public at a price of $10.25 per share, for gross proceeds of approximately $34.5 million. The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $32.1 million. The number of shares includes 439,024 shares sold pursuant to the exercise in full of the underwriters’ over-allotment option. RBC Capital Markets Corporation acted as sole book-running manager and Boenning & Scattergood, Inc. acted as co-manager for the offering.
The Company expects to use the net proceeds from this offering for general corporate purposes, which may include expansion of our business, investments in our subsidiary bank as regulatory capital to fund growth, financing of possible acquisitions in the banking and financial services industry, and refinancing, reduction or repayment of debt and investments at the holding company level.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Prospective investors should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the prospectus relating to the offering may be obtained from RBC Capital Markets, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate or by faxing (212) 428-6260 or calling (212) 428-6670.
About CNB Financial Corporation
CNB Financial Corporation is a bank holding company conducting business primarily through CNB Bank, the Company’s principal subsidiary. CNB Bank operations include a loan production office, a private banking division, and twenty-six full-service offices in Pennsylvania, including ERIEBANK, a division of CNB Bank.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Company’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from the statements include, but are not limited to: changes in general business, industry or economic conditions or competition; 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 principals or otherwise; adverse changes or conditions in capital and financial markets; changes in interest rates; higher than expected costs or other difficulties related to integration of combined or merged businesses; the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions; changes in the quality or composition of the Company’s loan and investment portfolios; adequacy of loan loss reserves; increased competition; loss of certain key officers; continued relationships with major customers; deposit attrition; rapidly changing technology; unanticipated regulatory or judicial proceedings and liabilities and other costs; changes in the cost of funds, demand for loan products or demand for financial services; and other economic, competitive, governmental or technological factors affecting the Company’s operations, markets, products, services and prices. Some of these and other factors are discussed in the Company’s annual and quarterly reports previously filed with the SEC. Such developments could have an adverse impact on the Company’s financial position and the Company’s results of operations.
The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.
