M&A - Northwest Bancshares, Inc.

Form Type: S-4/A

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030716

Filing Summary: Northwest Bancshares, Inc. has filed an amended registration statement on Form S-4/A with the SEC in connection with its proposed merger with Penns Woods Bancorp, Inc. This amendment updates information regarding the merger, which was initially outlined in the Merger Agreement dated December 16, 2024. The merger would result in Penns Woods being merged into Northwest, with Northwest as the surviving entity. Under the terms of the Merger Agreement, shareholders of Penns Woods will receive 2.385 shares of Northwest common stock for each share of Penns Woods common stock they hold. The document highlights the importance of the upcoming special meeting for Penns Woods shareholders scheduled for April 22, 2025, where voting on the adoption of the Merger Agreement will take place. The merger aims to combine resources and enhance market presence, providing a broader range of services and greater scale to their operations. Both companies believe this merger will create value for their customers and shareholders by leveraging combined strengths in community banking.

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Form Type: S-4

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525012768

Filing Summary: Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc. have entered into a Merger Agreement proposing the merger of Penns Woods into Northwest, which will be the surviving entity. This merger will allow for the creation of a larger, community-focused bank and will provide greater value to customers, employees, and shareholders. The completion of the merger is contingent upon shareholder approval and regulatory approval. Following the merger, shareholders of Penns Woods are entitled to receive from Northwest 2.385 shares of Northwest common stock for each share of Penns Woods common stock held. The merger is expected to enhance Northwest's market share and growth opportunities, while Penns Woods shareholders will no longer be shareholders of a public company. The document serves as both a prospectus and proxy statement for the Penns Woods shareholders' special meeting.

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Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000147126525000005

Filing Summary: On January 24, 2025, Northwest Bancshares, Inc. announced its financial results for the three and nine month period ended December 31, 2024. The announcement included the issuance of a press release and a supplemental earnings release presentation. Additionally, the document detailed that Northwest intends to merge with Penns Woods Bancorp, Inc. A registration statement on Form S-4 and other related documents regarding the proposed merger will be filed with the SEC. It emphasized the importance for investors and security holders to read the forthcoming proxy statement/prospectus for crucial information related to both companies and the merger. Furthermore, details about the solicitation of proxies from shareholders of Penns Woods in connection with the proposed merger were mentioned, indicating potential participants in the transaction.

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