Northwest Bancshares completes merger with MutualFirst Financial

Northwest Bancshares, Inc. Completes Merger with MutualFirst Financial, Inc. Warren, Pennsylvania – April 24, 2020Northwest 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.


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