WARREN, Pa., April 24, 2020 /PRNewswire/ -- Northwest
Bancshares, Inc. ("Northwest") (NASDAQ: NWBI), the holding company
for Northwest Bank, announced today that it has successfully
completed its merger with MutualFirst Financial, Inc. ("MutualFirst
Financial") (NASDAQ: MFSF), the holding company for
MutualBank.
Ronald J. Seiffert, Chairman,
President and Chief Executive Officer of Northwest Bancshares,
Inc., commented, "We are pleased to announce the completion of our
merger with MutualFirst Financial, Inc. and MutualBank. The
management teams and employees of both Northwest and MutualFirst
Financial have worked tirelessly over the past six months to
prepare for the integration of our two companies. We believe
that this transaction will help deliver value through increased
operating scale and new market opportunities. The combined
strength of our institutions will allow us to better serve
customers across all of our markets with a wide range of financial
products and services, while maintaining the personal service they
expect from their community bank."
Under the terms of the merger agreement, each share of common
stock of MutualFirst Financial, Inc. will be converted into the
right to receive 2.4 shares of Northwest Bancshares, Inc. common
stock. Cash will be paid in lieu of fractional shares at a
rate of $10.71 per whole share of
Northwest Bancshares, Inc. common stock.
Northwest issued 20,659,087 shares of common stock in the merger
(subject to adjustment for cash issued in lieu of fractional
shares), and based upon the $10.33
per share closing price of Northwest's common stock on April 24, 2020, the transaction value was
approximately $213.4 million.
The completion of the merger has resulted in a bank with
approximately $12.8 billion in total
assets, providing banking services through 214 branch locations and
273 ATMs in four states. The transaction has expanded
Northwest's franchise by 36 full service offices located in
Indiana.
B. Riley FBR, Inc. served as financial advisor and Luse Gorman, PC served as legal counsel to
Northwest Bancshares, Inc. in this transaction.
Keefe, Bruyette & Woods, A Stifel Company, served as
financial advisor and Silver, Freedman, Taff & Tiernan LLP
served as legal counsel to MutualFirst Financial, Inc.
About Northwest Bancshares, Inc.
Headquartered in Warren,
Pennsylvania, Northwest Bancshares, Inc. (NASDAQ: NWBI) is
the holding company of Northwest Bank. Founded in 1896,
Northwest Bank is a full-service financial institution offering a
complete line of business and personal banking products, employee
benefits and wealth management services, as well as the fulfillment
of business and personal insurance needs. As of March 31, 2020, Northwest operated 170
full-service community banking offices and eight free standing
drive-through facilities in Pennsylvania, New
York and Ohio. Northwest Bancshares, Inc.'s common
stock is listed on the NASDAQ Global Select Market ("NWBI").
Additional information regarding Northwest Bancshares, Inc. and
Northwest Bank can be accessed online at
www.northwest.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
giving Northwest's and MutualFirst Financial's expectation or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate,"
"intend," "target," "estimate," "continue," "positions,"
"prospects" or "potential," by future conditional verbs such as
"will," "would," "should," "could" or "may," or by variations of
such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made and we assume no duty to
update forward-looking statements. Actual results may differ
materially from current projections.
In addition to factors previously disclosed in Northwest's and
MutualFirst Financial's reports filed with the U.S. Securities and
Exchange Commission (the "SEC") and those identified elsewhere in
this document, the following factors among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: difficulties and delays in integrating
MutualFirst Financial business or fully realizing cost savings and
other benefits; business disruption following the merger; changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of Northwest products and services;
customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; the impact,
extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and
legislative and regulatory actions and reforms; and the impact of
COVID - 19.
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SOURCE Northwest Bancshares, Inc.