CNB Financial Corporation has inked a definitive agreement to acquire FC Banc Corp, and its subsidiary, The Farmers Citizens Bank (FC Bank) for $30 per share in cash and stock, or nearly $40.4m in the aggregate.
Upon completion of the merger, the acquired entity will trade as a separate and distinctly branded division of CNB Bank, with local decision making and oversight.
Based on the terms of the agreement, current president and chief executive officer of FC Banc Corp Coleman Clougherty will remain with CNB after completion of integration.
After merger, FC Banc Corp chairman R Duane Hord will join the boards of directors of CNB Financial Corporation and CNB Bank.
CNB Financial Corporation president and CEO Joseph B. Bower, Jr. said, "A presence in the greater Columbus area will provide us additional growth opportunities and allow us to build our business with attractive pricing and terms."
In accordance with the terms of the definitive merger agreement, which has been approved by the boards of directors of both firms, for each share of FC Banc Corp, its shareholders will be entitled to receive either a fixed exchange of 1.754 shares of CNB common stock.
On a pro forma basis, the integrated company will own almost $2.2bn in assets and 37 offices in central and western Pennsylvania and northern and central Ohio.
The transaction is likely to conclude during the fourth quarter of 2013 and will require approval from regulatory authorities and FC Banc Corp shareholders.
Headquartered in Bucyrus, Ohio, FC Banc Corp had approximately $367m in total assets and $34.2m in shareholders’ equity as of 31 December 2012.
CNB Financial was advised by Griffin Financial Group and Hogan Lovells US, while FC Banc Corp was advised by Boenning & Scattergood and Vorys, Sater, Seymour and Pease.
Operating as a principal subsidiary of CNB Financial Corporation, CNB Bank manages 29 full-service offices in Pennsylvania and offers an array of banking and wealth management services to its customers.