CNB Community Bancorp, Inc. Announces Results of Tender Offer

CNB Community Bancorp, Inc. (OTCQX: CNBB) (referred to as the “Company”), the parent company of County National Bank, today announced the final results of its tender offer to purchase up to 145,000 shares of its outstanding common stock at a purchase price of $38.50 per share (the “Tender Offer”).

The Tender Offer, which expired at 5:00 p.m., Eastern Daylight Time, on September 25, 2024, was oversubscribed.  Based upon the final count by the depository, Continental Stock Transfer and Trust, 188,375 shares were validly tendered and not properly withdrawn.

Therefore, in accordance with the terms and conditions of the Tender Offer set forth in the Offer to Purchase and related Letter of Transmittal documents sent to shareholders, the Company will purchase 145,000 shares of common stock from all tendering shareholders on a pro rata basis, except for tenders of “odd lots” (tendering shareholders owning fewer than 100 shares), which are purchased in full, for a total cost of $5,582,500, excluding fees and expenses related to the Tender Offer.  The proration factor for the Tender Offer, after giving effect to the priority of the odd lots, was approximately 76.5%.  The shares accepted for purchase in the Tender Offer represent approximately 6.5% of the Company’s outstanding shares as of August 20, 2024 (two trading days prior to the commencement of the Tender Offer).

Payments for shares tendered and accepted are expected to be issued as promptly as possible after the expiration date.

Questions regarding the Tender Offer may be directed to Innisfree M&A Incorporated at (877) 750-0537 (for shareholders) and (212) 750-5833 (for banks/brokers).

About CNB Community Bancorp Inc.

CNB Community Bancorp, Inc. (OTCQX:CNBB) is a one-bank holding company formed in 2005. Its subsidiary bank, County National Bank, is a nationally chartered full-service bank, which has served its local communities since its founding in 1934. CNB Community Bancorp, Inc. is headquartered in Hillsdale, Michigan and through its subsidiary bank offers banking products along with investment management and trust services to communities located throughout southern Michigan.

Investor Contact:

Erik A. Lawson, CFO: erik.lawson@cnbb.bank; 517-439-6115

Media Contact:

Craig S. Connor, Chairman of the Board; Joseph R. Williams, President & CEO

Safe Harbor Statement

This news release and other releases and reports issued by the Company may contain "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and expectations including with respect to the completion of the tender offer. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. The Company is including this statement for purposes of taking advantage of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.