CNB COMMUNITY BANCORP, INC. ANNOUNCES ISSUER TENDER OFFER By Investing.com

HILLSDALE, Michigan, August 23, 2024 /PRNewswire/ — CNB Community Bancorp, Inc. (OTCQX: CNBB) (referred to as the “Company”, “we”, “us” or “our”), the parent company of National County Bankannounced today that it has commenced a tender offer to purchase up to 145,000 shares of our outstanding common stock at a price of $38.50 per share.

We have evaluated our operations, strategy and expectations for the future and believe that the tender offer represents a prudent use of our financial resources given our existing and emerging markets, our historical performance, our balance sheet fundamentals and the current market price of our shares.

We believe that the tender offer is the best mechanism to provide all shareholders with the opportunity to tender all or a portion of their shares and, in doing so, receive a return on a portion of the capital invested in the Company. This repurchase format also provides non-participating shareholders with a method to increase their relative ownership interest in our capital and future operations without additional investment. Accordingly, we believe that investing in our own shares in this manner is an attractive use of capital and an efficient way to deliver value to our shareholders. The tender offer also provides liquidity to shareholders by providing them with the opportunity to sell all or a portion of their shares at a price higher than the average trading price of our shares during the first seven months of 2024 without potential fluctuations in the share price and without the usual transaction costs associated with market sales.

The tender offer will expire at 5:00 p.m. Eastern Daylight Timeon Wednesday, September 25, 2024unless we extend it. Offers for shares must be made on or before the expiration of the tender offer and shares may be withdrawn at any time on or before the expiration of the tender offer. Our obligation to purchase shares in the tender offer is not conditioned on any minimum number of shares being offered. The tender offer is, however, subject to the conditions set forth in the Offer to Purchase and in the related letter of transmittal materials sent to shareholders.

As part of the public purchase offer, shareholders of CNB Community Bancorp, Inc. Common shareholders will be asked to choose the number of shares they are willing to sell to us at $38.50 per share up to 20,000 shares per shareholder. If more than the maximum number of shares sought is offered, offering shareholders holding fewer than 100 shares, or holders of “odd lots,” will have their shares purchased on a pro rata basis and all other shares offered will be purchased on a pro rata basis, subject to the conditional offer provisions described in the Offer to Purchase. Shareholders whose shares are purchased in the tender offer will receive the net purchase price in cash, without interest, promptly after the expiration of the tender offer. Shareholders whose shares are not purchased in the tender offer will have their shares returned, free of charge, promptly after the expiration of the tender offer. August 20, 2024CNB Community Bancorp, Inc. had 2,219,867 shares outstanding.

Innisfree M&A Incorporated is the information agent for the offer and Continental Stock Transfer And Trust Company is the depositary. The offer to purchase, the letter of transmittal and related materials are being mailed to shareholders of record and will also be made available for distribution to beneficial owners of CNB Community Bancorp, Inc. common stock. Questions regarding the offer and requests for copies of the offer to purchase, the letter of transmittal and related materials may be directed to Innisfree M&A Incorporated at (877) 750-0537 (for shareholders) and (212) 750-5833 (for banks/brokers).

Neither one nor the other CNB Community Bancorp, Inc. Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether to tender shares. Shareholders should carefully evaluate all information contained in the Offer to Purchase and the related Letter of Transmittal, should consult their own financial and tax advisors and should make their own decisions as to whether to tender shares and, if so, the number of shares to tender.

This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any shares of CNB Community Bancorp, Inc. common stock. The solicitation of offers to purchase common stock of CNB Community Bancorp, Inc. will be made only pursuant to the offer to purchase and related materials that the Company will distribute to its stockholders.

About CNB Community Bancorp Inc.

CNB Community Bancorp, Inc. (OTCQX:CNBB) is a single-bank holding company established in 2005. Its banking subsidiary, National County Bankis a nationally chartered, full-service bank that has been serving its local communities since its founding in 1934. CNB Community Bancorp, Inc. is headquartered in Hillsdale, Michigan and through its banking subsidiary, offers banking products and investment management and trust services to communities throughout the South Michigan.

Safe Harbor Statement
This press release and other press releases and reports issued by the Company may contain “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) about future events and expectations, including with respect to the consummation of the tender offer. These statements involve known and unknown risks and are based on a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied by these forward-looking statements. The Company cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any obligation or undertaking to publicly release 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 the purpose of taking advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.