SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 8, 2019
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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1-34582
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27-0950358
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(State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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100 Liberty Street
Warren, Pennsylvania
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16365
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(Address of principal executive office)
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(Zip code)
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Registrant’s telephone number, including area code:
(814) 726-2140
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
1933 ( § 230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act.
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Item 8.01
Other Events
On March 8, 2019, Northwest Bancshares, Inc. (the “Company”), the holding company for Northwest Bank, completed its merger with Donegal Financial Services Corporation, the holding company for Union Community Bank. In addition, on March 8, 2019, the Company issued a press release announcing the completion of the merger. A copy of the press release is filed as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
(a)
Financial statements of business acquired. Not applicable
(b)
Pro forma financial information. Not applicable
(c)
Shell company transactions. Not applicable
(d)
Exhibits
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Exhibit No.
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Description
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Press release dated March 8, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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NORTHWEST BANCSHARES, INC.
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DATE:
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March 8, 2019
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By:
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/s/ William W. Harvey, Jr.
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William W. Harvey, Jr.
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Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact:
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Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140
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William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140
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Northwest Bancshares, Inc. Completes Merger with Donegal Financial Services Corporation
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.
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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 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.