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Jacksonville Bancorp merging into CNB Bank Shares

CARLINVILLE — CNB Bank Shares Inc. and Jacksonville Bancorp Inc. today jointly announced they have entered into a definitive merger agreement whereby Jacksonville Bancorp will merge with and into CNB Shares.

cnbbanksquarelogoFollowing the merger, Jacksonville Savings Bank, the wholly-owned subsidiary of Jacksonville Bancorp, will merge with and into CNB Bank & Trust, the wholly-owned subsidiary of CNB Shares.

Under the terms of the merger agreement, shareholders of Jacksonville Bancorp will receive $33.70 in cash for each share of Jacksonville Bancorp common stock. The transaction has an aggregate deal value of approximately $61.6 million.

Officials said the transaction combines two strong local community banks that share a common culture and core values. CNB is headquartered in Carlinville, with approximately $924 million in total assets at Sept. 30, 2017, and operates 13 full-service branches located throughout Illinois including in Alton, and in the St. Louis metro area.

jacksonvillebancorplogoJacksonville Savings Bank is headquartered in Jacksonville, operating four full-service branches and two limited service branches located throughout central Illinois, with approximately $337 million in total assets as of Sept. 30, 2017. It has approximately $1.25 billion in pro forma assets.

The combined bank will continue to operate all branches after closing.

Jacksonville Bancorp board chairman, Andy Applebee, said, “Our two banks are very complementary. We are confident CNB will continue our community bank traditions while capitalizing on the benefits that come with being a larger bank.”

Said Rich Foss, president and CEO of Jacksonville Savings Bank, “We are pleased to be partnering with another local community bank that shares our deep commitment to customer service and community involvement.”

Following the merger, Foss will serve as a director on the board of CNB Bank & Trust and Mr. Applebee will remain in an advisory capacity.

The acquisition is expected to close in the second quarter of 2018 and is subject to Jacksonville Bancorp shareholder approval, regulatory approval, and other conditions as set forth in the merger agreement. Upon completion of the holding company merger, we anticipate the two banks will be merged in the fourth quarter of 2018 or first quarter of 2019. The directors of CNB Shares and Jacksonville Bancorp have unanimously approved the merger agreement.

CNB Shares also announced today that, subject to customary closing conditions, Castle Creek Capital Partners VI, L.P. (“Castle Creek”) will be making an investment of $30.0 million into CNB Shares with the proceeds being used both to fund the merger and support future organic growth.

Upon closing of the transaction, Castle Creek will have one representative appointed to CNB Shares’ board of directors.

CNB B&T President Shawn Davis said, “This merger will not only be a good fit geographically for CNB, but also culturally as Jacksonville Savings Bank has diligently committed resources to staff training in the areas of quality service and product development.” CNB Shares President Jim Ashworth added, “CNB Shares will benefit with an expansion of a familiar customer demographic, an investor group that is optimistic about our future, and additional experienced directors.”

Jacksonville Bancorp was advised by the investment banking firm of D.A. Davidson & Co., and the law firm of Luse Gorman, PC. CNB Shares was advised by the investment banking firm of Keefe, Bruyette and Woods, Inc. and the law firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP. Castle Creek was advised by the law firm of Sidley Austin LLP. In addition, Keefe, Bruyette and Woods, Inc. acted as placement agent in conjunction with the offering by CNB Shares.

About CNB Bank Shares Inc.

CNB Bank Shares, Inc. provides a full range of banking services to individual and corporate customers throughout south-central Illinois, suburban southwestern Chicago, and the St. Louis metropolitan area. The original institution was founded in Carlinville in 1888, expanding through four previous whole-bank acquisitions over the past 22 years, including one bank that was established in 1854. For all other information, visit www.cnbil.com.

About Jacksonville Bancorp Inc.

Jacksonville Bancorp is the holding company for Jacksonville Savings Bank, an Illinois-chartered savings bank headquartered in Jacksonville, Illinois. Originally chartered in 1916, Jacksonville Savings Bank has branch locations in the Illinois markets of Jacksonville, Virden, Litchfield and Chapin. Additional information can be found at www.jacksonvillesavings.com.

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