WARREN, Pa., Aug. 14, 2015 /PRNewswire/ -- Northwest
Bancshares, Inc. (NASDAQ: NWBI), the holding company for Northwest
Bank, announced today that it has successfully completed its merger
with LNB Bancorp, Inc. (NASDAQ: LNBB), the holding company for The
Lorain National Bank.
William J. Wagner, President and
Chief Executive Officer of Northwest Bancshares, Inc., commented,
"We are pleased to announce the completion of our merger with LNB
Bancorp, Inc. and The Lorain National Bank. The management
teams and employees of both Northwest and LNB have worked
tirelessly over the past seven months to prepare for the
integration of our two companies. We believe that this
transaction will help deliver value through increased operating
scale and new market opportunities. 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, shareholders of LNB
Bancorp, Inc. elected to receive either 1.461 shares of Northwest
Bancshares, Inc. common stock or $18.70 in cash for each common share of LNB
Bancorp, Inc., subject to an overall allocation of exchanged shares
into 50% cash and 50% shares of stock. Cash will be paid in
lieu of fractional shares at a rate of $12.66 per whole share of Northwest Bancshares,
Inc. common stock. Northwest Bancshares, Inc. will provide
information separately regarding the final results of the
consideration election of LNB Bancorp, Inc. shareholders.
Northwest Bancshares, Inc. issued 7,057,229 shares of common
stock in the merger (subject to adjustment for cash issued in lieu
of fractional shares), and based upon the $12.58 per share closing price of Northwest
Bancshares, Inc.'s common stock on August
13, 2015, the transaction value was approximately
$179.1 million. The completion
of the merger has resulted in a bank with approximately
$9.0 billion in total assets,
providing banking services through 182 branch locations and 297
ATMs in four states. The transaction has expanded Northwest's
franchise by 21 offices located in Lorain, Cuyahoga and Summit Counties in northeastern Ohio.
Boenning & Scattergood served as financial advisor and
Luse Gorman, PC served as legal
counsel to Northwest in this transaction.
Sandler O'Neill + Partners L.P. served as financial adviser and
Calfee, Halter & Griswold LLP served as legal counsel to LNB
Bancorp.
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 operates 182 community banking offices in
Pennsylvania, New York, Ohio and Maryland and 51 consumer finance offices in
Pennsylvania through its
subsidiary, Northwest Consumer Discount Company. 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 giving Northwest
Bancshares' expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are
typically identified by words such as "believe," "expect,"
"anticipate," "intend," "target," "estimate," "continue,"
"positions," "prospects" or "potential," by future conditional
verbs such as "will," "would," "should," "could" or "may," or by
variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements. Actual results may
differ materially from current projections.
In addition to factors previously disclosed in Northwest
Bancshares' and LNB Bancorp's reports filed with the U.S.
Securities and Exchange Commission (the "SEC") and those identified
elsewhere in this document, the following factors among others,
could cause actual results to differ materially from
forward-looking statements or historical performance: difficulties
and delays in integrating LNB Bancorp's business or fully realizing
cost savings and other benefits; business disruption following the
merger; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer acceptance of Northwest
Bancshares' products and services; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
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SOURCE Northwest Bancshares, Inc.