In a pivotal move for the banking sector, HBT Financial, Inc. (HBT) has entered into a definitive merger agreement with CNB Bank Shares, Inc. (CNB), which is set to reshape the landscape for both companies. This merger, officially announced on October 20, 2025, will result in CNB merging into HBT, with CNB as the surviving entity initially, followed by an intermediate merger where CNB will cease to exist as a separate corporate entity. The merger will culminate in CNB Bank & Trust, N.A., a wholly-owned subsidiary of CNB, merging into Heartland Bank and Trust Company, a subsidiary of HBT.
The financial terms of the deal present a compelling opportunity for CNB shareholders. Upon completion of the merger, CNB shareholders will have the option to receive either 1.0434 shares of HBT common stock, cash in the amount of $27.73, or a combination of both, subject to proration based on shareholder elections. The transaction is valued at approximately $165.4 million, with HBT's stock price at $23.60 per share as of October 17, 2025, leading to an implied stock consideration value of around $130.1 million.
Strategically, this merger makes sense for both HBT and CNB as it allows HBT to enhance its market presence and expand its operations while leveraging CNB’s established customer base and assets. Following the merger, CNB shareholders are expected to hold approximately 15% of HBT’s outstanding shares, indicating a significant integration of interests.
The timeline for this merger is set to progress with a special meeting for CNB shareholders scheduled for January 26, 2026, where the merger agreement will be voted on. Adoption of the merger requires a majority approval from both common and preferred shareholders of CNB. The board of directors of CNB has unanimously recommended the merger, highlighting its potential benefits to shareholders and the strategic advantages it offers.
From a regulatory standpoint, the merger will require standard antitrust reviews and approvals. However, preliminary indications suggest that the transaction will meet regulatory standards without significant hurdles. The merger agreement also includes provisions for dissenters’ rights, allowing shareholders who oppose the merger to seek a cash payment for their shares at fair value.
Overall, this merger is poised to not only impact shareholders of both HBT and CNB but also has broader implications for the banking sector as consolidation continues to reshape financial services in the region. As the proposed closing date approaches, market watchers will be keenly observing shareholder reactions and regulatory developments that will influence the success of this strategic transaction.