WARREN, Pa., March 8, 2019 /PRNewswire/ -- Northwest
Bancshares, Inc. (NASDAQ: NWBI), the holding company for Northwest
Bank, announced today that it has successfully completed its merger
with Donegal Financial Services Corporation ("DFSC"),
(privately-owned) the holding company for Union Community Bank
("UCB").
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 Donegal Financial Services Corporation and Union
Community Bank. The management teams and employees of
Northwest, DFSC and UCB have worked tirelessly over the last
several months to prepare for the integration of our
companies. We believe that this transaction will help deliver
value through increased operating scale in one of the most rapidly
growing counties in our footprint. 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, the two shareholders,
Donegal Mutual Insurance Company and Donegal Group Inc., received
payment in the form of 50% cash and 50% stock, or a total of
$42.5 million and 2,462,373 shares of
NWBI common stock.
The completion of the merger has resulted in a bank with
approximately $10.1 billion in total
assets, providing banking services through 182 locations and 205
ATMs in three states. The transaction has expanded Northwest's
franchise by 12 offices in Lancaster
County in eastern Pennsylvania.
Ambassador Financial Group, Inc. served as financial advisor and
Luse Gorman, PC served as legal
counsel to Northwest in this transaction.
Keefe, Bruyette, & Woods, Inc. served as financial adviser
and Duane Morris, LLP served as
legal counsel to the two shareholders of DFSC.
About Northwest Bancshares, Inc.
Headquartered in Warren,
Pennsylvania, Northwest Bancshares, Inc. 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. Northwest now operates 172
full-service community banking offices and ten 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 on-line 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. These forward-looking statements include, but are
not limited to, statements about (1) the benefits of the merger
between Northwest and DFSC, including anticipated future results,
cost savings and accretion to reported earnings that may be
realized from the merger; (2) Northwest's objectives, expectations
and intentions and other statements contained in this presentation
that are not historical facts; and (3) other statements identified
by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" or words of similar meaning.
Forward-looking statements involve risks and uncertainties that
may cause actual results to differ materially from those in such
statements. The following factors, among others, could cause actual
results to differ materially from the anticipated results expressed
in the forward-looking statements: the businesses of Northwest and
DFSC may not be combined successfully, or such combination may take
longer than expected; the cost savings from the merger may not be
fully realized or may take longer than expected; operating costs,
customer loss and business disruption following the merger may be
greater than expected; credit and interest rate risks associated
with Northwest's and DFSC's respective businesses; and difficulties
associated with achieving expected future financial results.
Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in Northwest's reports (such as the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the Securities and Exchange Commission (the
"SEC") and available at the SEC's Internet website (www.sec.gov).
All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable
to Northwest or DFSC or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Except as required by law, Northwest and DFSC does not
undertake any obligation to update any forward-looking statement to
reflect circumstances or events that occur after the date the
forward-looking statement is made.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
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SOURCE Northwest Bancshares, Inc.