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Northwest Bancshares completes acquisition of Penns Woods Bancorp

Northwest Bancshares (NWBI), the bank holding company for Northwest Bank, and Penns Woods Bancorp (PWOD), the multi-bank holding company of Jersey Shore State Bank and Luzerne Bank, announced that, effective as of July 25, 2025, the previously announced merger of Penns Woods with and into Northwest has been completed, along with the merger of Penns Woods' wholly-owned subsidiary banks, Jersey Shore State Bank and Luzerne Bank, each with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest, with Northwest Bank as the surviving bank. With the closing of the merger, Northwest has appointed Richard A. Grafmyre, CEO of Penns Woods, to the Board of Directors of Northwest and Northwest Bank. The combination with Penns Woods enhances Northwest's Pennsylvania banking presence with the addition of 21 branch locations across North Central and Northeastern Pennsylvania after the consolidation. With the closing of the merger, Northwest now operates 151 financial centers across Pennsylvania, New York, Ohio, and Indiana.

Northwest Bancshares receives approvals for merger with Penns Woods Bancorp

Northwest Bancshares (NWBI) announced that it has received all regulatory and shareholder approvals required to complete the previously announced merger of Penns Woods Bancorp (PWOD) with and into Northwest and the merger of Penns Woods' wholly-owned subsidiary banks, Jersey Shore State Bank and Luzerne Bank each with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest, with Northwest Bank as the surviving bank. The Federal Deposit Insurance Corporation has approved the merger of Jersey Shore State Bank and Luzerne Bank with and into Northwest Bank, and the Pennsylvania Department of Banking and Securities has approved the merger of Penns Woods with and into Northwest and the merger of the subsidiary banks. In addition, the Federal Reserve Bank of Cleveland has granted Northwest a waiver of its merger application requirements. The completion of the merger is expected to take place in late July.

Northwest Bancshares, Penns Woods to merge in $270.4M all-stock transaction

Northwest Bancshares and Penns Woods Bancorp have entered into a definitive Agreement and Plan of Merger whereby Northwest will acquire Penns Woods in an all-stock transaction valued at approximately $270.4 million. Combining the two organizations will significantly enhance the combined company's presence in North Central and Northeastern Pennsylvania. Headquartered in Williamsport, Pennsylvania, Penns Woods has approximately $2.3 billion in assets, $1.7 billion in total deposits, and $1.9 billion in total loans as of September 30, 2024. The combined company is expected to have pro forma total assets in excess of $17 billion and is expected to be one of the nation's top 100 largest banks. The combined company's Pennsylvania banking presence will be enhanced through the addition of 24 branch locations across Blair, Centre, Clinton, Luzerne, Lycoming, Montour, and Union counties. The complementary footprint of Penns Woods links Northwest's presence in both eastern and western Pennsylvania. When the transaction is completed, Northwest will have more than 150 financial centers, as well as loan production offices, across four states. Under the terms of the Agreement, which has been unanimously approved by the board of directors of both companies, Northwest will exchange shares of its common stock for all of the outstanding shares of Penns Woods common stock, in an all-stock transaction. Penns Woods shareholders will be entitled to receive 2.385 shares of Northwest common stock for each share of Penns Woods common stock they own upon the effective time of the merger. Any unexercised stock options of Penns Woods will be canceled in exchange for a cash payment at the spread value over the exercise price. Based on Northwest's closing stock price of $14.44 as of December 16, 2024, the transaction consideration is valued at $34.44 for each share of Penns Woods which equates to a 139.0% multiple of tangible book value, a 12.8x multiple on LTM core earnings and a core deposit premium of 5.2% as of September 30, 2024. Including the consideration paid to option holders, the aggregate consideration is approximately $270.4 million. The merger is expected to qualify as a tax-free reorganization. Following completion of the transaction, Penns Woods shareholders would be expected to receive, on a per share equivalent basis, a dividend equal to approximately $0.48 per share based on Northwest's current quarterly dividend of $0.20 per share. This dividend is approximately 49% higher than Penns Woods' current quarterly dividend of $0.32 per share. Upon completion of the merger, the shares issued to Penns Woods shareholders are expected to comprise approximately 12% of the outstanding shares of the combined company. The Agreement also provides that Northwest will appoint Richard A. Grafmyre to the boards of Northwest and Northwest Bank after closing. Excluding one-time transaction costs, Northwest expects the transaction to be approximately 23% accretive to 2026 fully diluted earnings per share. Tangible book value dilution is expected to be approximately 9% at closing, with an expected tangible book value earn-back period of under 3 years using the "cross-over" method. The "pay-to-trade" multiple is 0.91x. Northwest and Northwest Bank capital ratios are expected to be significantly above "well-capitalized" regulatory thresholds upon closing. The companies expect to complete the transaction in the third quarter of 2025, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Penns Woods shareholders. At closing, Jersey Shore State Bank and Luzerne Bank branches will become branches of Northwest Bank.