Northwest Bancshares, Inc. Completes Second Step Conversion and $688.8 Million Stock Offering
18 Décembre 2009 - 3:30PM
PR Newswire (US)
WARREN, Pa., Dec. 18 /PRNewswire-FirstCall/ -- Northwest
Bancshares, Inc. ('the "Company") (NASDAQ:NWBI), the holding
company for Northwest Savings Bank, announced today that it has
completed the conversion from the mutual holding company structure
to a fully publicly-owned stock form holding company and related
public offering. Northwest Savings Bank is now 100% owned by the
Company and the Company is 100% owned by public stockholders. The
Company sold a total of 68,878,267 shares of common stock at a
purchase price of $10.00 per share in the offering. Stifel,
Nicolaus & Company, Incorporated acted as selling agent for the
subscription offering and community offering portions of the
offering. 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 for the
syndicated community offering portion of the offering. Concurrent
with the completion of the offering, shares of Northwest Bancorp,
Inc. common stock owned by public stockholders were exchanged for
2.2500 shares of the Company's common stock. Cash in lieu of
fractional shares will be paid at a rate of $10.00 per share. The
Company also issued 1,277,565 shares of common stock and
contributed $1.0 million in cash from the offering proceeds to
Northwest Charitable Foundation, a new charitable foundation that
the Company established for the benefit of the communities in which
Northwest Savings Bank operates. 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 and
a market capitalization of approximately $1.1 billion after giving
effect to the transaction. The shares of common stock sold in the
offering and issued in the exchange will begin trading on the
NASDAQ Global Select Market on December 18, 2009 under the 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 18, 2009. Northwest Bancorp
stockholders holding shares in street name or in book-entry form
will receive shares of Company common stock within their accounts.
Northwest Bancorp stockholders holding shares in certificated form
will be mailed a letter of transmittal on or about December 21,
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. Luse Gorman Pomerenk & Schick, Washington,
D.C., served as special counsel to the Company and Northwest
Bancorp, Inc. for the conversion and offering. Sonnenschein Nath
& Rosenthal LLP, Washington, DC, served as special counsel to
Stifel, Nicolaus & Company, Incorporated and the co-managers.
RP Financial, LC., Arlington, Virginia served as independent
appraiser for the conversion and offering. Founded in 1896 and
headquartered in Warren, Pennsylvania, Northwest Bancshares, 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 Bancshares, Inc.'s stock is listed on
the NASDAQ Global Select Market. Additional information regarding
Northwest Bancshares, 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 Bancshares, Inc. and Northwest
Savings Bank 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 Bancshares
Inc.'s and Northwest Savings Bank's operations. DATASOURCE:
Northwest Bancshares, Inc. CONTACT: William J. Wagner, President
and Chief Executive Officer, +1-814-726-2140, or William W. Harvey,
Jr., Executive Vice President and Chief Financial Officer,
+1-814-726-2140, both of Northwest Bancshares, Inc. Web Site:
https://www.northwestsavingsbank.com/
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