CNB Financial to acquire ESSA Bancorp for ~$214M in stock; 35% EPS accretion in 2026

CNB FINANCIAL CORP/PA

All-stock deal: each ESSA share exchanged for 0.8547 CNB shares; total value ~$214M based on CNB 10-day VWAP of $24.69.
Pro forma combined company: ~$8B assets, $7B deposits, $6B loans; Top 10 deposit ranking in PA.
Expected 35% EPS accretion in 2026; TBV dilution 15% with earnback of ~3.3 years; pro forma ROTCE ~16%, ROA ~1.3%.
Three ESSA directors (Olson, Selig, Henning) to join CNB and CNB Bank boards; Olson to serve as strategic advisor to CNB CEO.
Termination fee of $8.8M payable by ESSA under certain conditions; deal expected to close Q3 2025.

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