Northwest Savings Bank's Depositors and Northwest Bancorp, Inc.'s Stockholders Approve Plan of Conversion
December 15 2009 - 6:00PM
PR Newswire (US)
NORTHWEST BANCSHARES, INC. ANNOUNCES THE RESULTS OF ITS STOCK
OFFERING WARREN, Pa., Dec. 15 /PRNewswire-FirstCall/ -- Northwest
Bancorp, Inc. (NASDAQ:NWSB) announced today that its stockholders
and the depositors of Northwest Savings Bank (the "Bank") have each
approved the plan of conversion pursuant to which Northwest
Bancorp, MHC will convert to a stock holding company form of
organization and Northwest Bancshares, Inc. (the "Company"), the
proposed stock holding company for the Bank, will sell shares of
its common stock. Northwest Bancorp, Inc. also announced that its
stockholders and the Bank's depositors have each approved the
establishment of Northwest Charitable Foundation and its funding
with 1,277,565 shares of Company common stock and $1.0 million in
cash from the offering proceeds. The completion of the conversion
remains subject to final regulatory approvals, including approval
of a final appraisal. Northwest Bancorp also announced that the
Company expects to sell 68,878,267 shares of common stock at $10.00
per share, for gross offering proceeds of $688.8 million in the
offering. Orders for a total of 35,853,369 shares of common stock
have been accepted in the syndicated community offering, for which
Stifel, Nicolaus & Company, Incorporated acted as sole
book-running manager and Janney Montgomery Scott LLC, RBC Capital
Markets Corporation, Sandler O'Neill & Partners, L.P. and
Sterne, Agee & Leach, Inc. acted as co-managers. The Company
received orders for 33,024,898 shares of common stock in the
subscription and community offerings, for which Stifel, Nicolaus
& Company, Incorporated acted as selling agent. Concurrent with
the completion of the offering, shares of Northwest Bancorp common
stock owned by the public will be exchanged for shares of the
Company's common stock so that Northwest Bancorp's existing
stockholders will own approximately the same percentage of the
Company's common stock as they owned of Northwest Bancorp's common
stock immediately prior to the conversion. As a result, Northwest
Bancorp stockholders will receive 2.2500 shares of the Company's
common stock for each share of Northwest Bancorp common stock they
own immediately prior to completion of the transaction. Cash in
lieu of fractional shares will be paid at a rate of $10.00 per
share. As a result of the offering, the exchange, and the
contribution to the charitable foundation, the Company will have
approximately 110,643,419 shares outstanding after giving effect to
the transaction. Assuming receipt of final regulatory approvals,
including approval of a final appraisal, the transaction is
scheduled to close on December 18, 2009, at which time Northwest
Bancorp, MHC and Northwest Bancorp, Inc. will cease to exist and
the Company will become the fully public stock holding company of
Northwest Savings Bank. The shares of common stock of Northwest
Bancorp, Inc. will cease trading under the trading symbol "NWSB" on
the Nasdaq Global Select Market at the close of business on
December 17, 2009. The shares of common stock sold in the offering
and issued in the exchange are expected to begin trading on the
Nasdaq Global Select Market on December 18, 2009 under the trading
symbol "NWBI." Stock certificates for shares purchased in the
subscription offering and community offering are expected to be
mailed to subscribers on or about December 21, 2009. Northwest
Bancorp stockholders holding shares in street name or in book-entry
form will receive shares of the Company within their accounts.
Northwest Bancorp stockholders holding shares in certificated form
will be mailed a letter of transmittal on or about December 23,
2009 and receive their shares of Company common stock and cash in
lieu of fractional shares after returning their stock certificates
and a properly completed letter of transmittal to the Company's
transfer agent. Founded in 1896 and headquartered in Warren,
Pennsylvania, Northwest Bancorp, Inc., through its subsidiary
Northwest Savings Bank, currently operates 171 community-banking
locations in Pennsylvania, New York, Ohio, Maryland and Florida.
Northwest Savings Bank is a full-service financial institution
offering a complete line of retail and business banking products as
well as investment management and trust services. The Company also
operates 50 consumer finance offices in Pennsylvania through its
subsidiary, Northwest Consumer Discount Company. Northwest Bancorp,
Inc.'s stock is listed on the NASDAQ Global Select Market.
Additional information regarding Northwest Bancorp, Inc. can be
accessed on-line at http://www.northwestsavingsbank.com/. This
release may contain certain "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
and may be identified by the use of such words as "believe,"
"expect," "anticipate," "should," "planned," "estimated," and
"potential." Examples of forward looking statements include, but
are not limited to, estimates with respect to the financial
condition, results of operations and business of Northwest Bancorp,
Northwest Savings Bank and Northwest Bancshares that are subject to
various factors which could cause actual results to differ
materially from these estimates. These factors include, but are not
limited to, general economic and market conditions, legislative and
regulatory conditions, changes in interest rates that affect
Northwest Savings Bank's interest rate spread, changes in deposit
flows, loan demand or real estate values and other economic,
governmental, competitive, regulatory and technological factors
that may affect Northwest Bancorp, Northwest Savings Bank and
Northwest Bancshares' operations. DATASOURCE: Northwest Bancorp,
Inc. CONTACT: William J. Wagner, President and Chief Executive
Officer, or William W. Harvey, Jr., Executive Vice President and
Chief Financial Officer, both at +1-814-726-2140 Web Site:
http://www.northwestsavingsbank.com/
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