Exhibit 99.1
News Release
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| | Contact: Richard L. Greslick, Jr. Secretary (814)765-9621 | | |
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| | FOR IMMEDIATE RELEASE | | |
CNB FINANCIAL CORPORATION ANNOUNCES TERMINATION OF“AT-THE-MARKET” OFFERING OF SHARES OF COMMON STOCK
Clearfield, Pennsylvania – May 12, 2020
CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced the termination of its“at-the-market” equity offering program (the “ATM Offering”) with Keefe, Bruyette & Woods, Inc. (“KBW”) as sales agent. CNB elected to terminate the ATM Offering as a result of market conditions and to limit uncertainty and unfavorable dilution for its shareholders during this period of global market uncertainty.
“When the economy shutdown overnight due to theCOVID-19 pandemic and steps taken to mitigate its effects, the landscape changed immediately”, Joseph B. Bower, Jr., President and CEO stated. “As such, our growth expectations have been temporarily reduced from our historic run rate ofmid-double digits growth to a more conservativemid-single digit growth rate, excluding the Bank of Akron transaction which remains on schedule for a third quarter close. Our balance sheet is currently strong and we expect it to remain as such. We have been, and will continue to be, active in supporting our local communities during their time of need.”
Although CNB initiated the10-day termination process of the ATM Offering with KBW, with the official termination to take effect May 22, 2020, CNB will make no further sales under the ATM Offering. As of the date of this announcement, CNB had sold 168,358 shares of its common stock raising approximately $5.1 million in gross proceeds.
About CNB Financial Corporation
CNB Financial Corporation is a financial holding company with consolidated assets of approximately $3.8 billion that conducts business primarily through CNB Bank, CNB Financial Corporation’s principal subsidiary. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division and 42 full-service offices in Pennsylvania, Ohio, and New York. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in northwest Pennsylvania and northeast Ohio; FCBank, based in Worthington, Ohio, with offices in central Ohio; and BankOnBuffalo, based in Buffalo, New York, with offices in northwest New York. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in central and north central Pennsylvania. More information about CNB Financial Corporation and CNB Bank can be found online atwww.CNBBank.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. 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 CNB’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.” CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are statements neither of historical fact nor guarantees or assurances of future performance. 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, (i) the duration and scope of the coronavirus disease 2019(“COVID-19”) pandemic and the local, national and global impact ofCOVID-19, (ii) actions governments, businesses and individuals take in response to the pandemic, (iii) the pace of recovery when theCOVID-19 pandemic subsides, (iv) changes in general business, industry or economic conditions or competition; (v) 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; (vi) adverse changes or conditions in capital and financial markets; (vii) changes in interest rates; (viii) higher than expected costs or
