CNB Financial to Merge with ESSA Bancorp

The merger between the two Pennsylvania-based banks is set to solidify regional market presence and shareholder value.

January 13, 2025

Strengthening Market Position and Diversifying Services

CNB Financial Corporation has announced a definitive agreement to merge with ESSA Bancorp, Inc., creating a robust partnership between two established Pennsylvania-based financial institutions. The transaction, structured as a stock-for-stock deal, aims to bolster regional influence and enhance service offerings across a broader customer base.

Under the merger terms, ESSA Bancorp will merge into CNB Financial Corporation, with CNB emerging as the surviving entity. Following this integration, ESSA Bank & Trust will consolidate with CNB Bank to further streamline operations and solidify their collective market presence.

ESSA shareholders will receive 0.8547 shares of CNB common stock for each ESSA share held, representing a strategic valuation aimed at equitably distributing benefits. This deal underscores both parties' commitment to maximizing shareholder value and market competitiveness.

Strategic Appointments and Governance

As part of the merger, CNB plans to appoint three key executives from ESSA—Gary S. Olson, Robert C. Selig Jr., and Daniel J. Henning—to its Board of Directors. This integration of leadership signifies a unified governance approach, combining expertise from both organizations to steer the combined entity toward success.

To facilitate shareholder alignment, voting agreements have been secured with key directors and executives from both companies. These agreements are designed to ensure the merger’s smooth progression through regulatory and shareholder approval stages.

Timeline and Closing Conditions

The merger is expected to close by the third quarter of 2025, subject to regulatory approvals and shareholder consent. Provisions include an $8.8 million termination fee payable to CNB under specific circumstances if the transaction does not reach completion, reinforcing the seriousness of the commitment between the parties.

A Unified Future

This merger represents a deliberate effort to enhance operational efficiency, diversify service offerings, and strengthen market presence. The combined entity is set to capitalize on shared strengths to compete effectively with larger regional players while delivering superior customer experiences and long-term value to stakeholders.

With plans for a seamless integration of services and governance, the partnership between CNB and ESSA heralds a new chapter of growth and innovation for the banking sector in Pennsylvania and beyond.