Attached files
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8-K - FORM 8-K - Northwest Bancshares, Inc. | l39636e8vk.htm |
EX-99.2 - EX-99.2 - Northwest Bancshares, Inc. | l39636exv99w2.htm |
Exhibit 99.1
Northwest Bancshares, Inc.
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NexTier, Inc. | |
100 Liberty Street
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245 Pittsburgh Road | |
Warren, PA 16365
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Butler, PA 16003 |
FOR IMMEDIATE RELEASE
May 5, 2010
CONTACTS: |
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William J. Wagner
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Donald Shamey | Margaret Irvine Weir | ||
President and CEO
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President | President | ||
Northwest Bancshares, Inc.
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NexTier, Inc. | NexTier Bank | ||
Warren, Pennsylvania
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Butler, Pennsylvania | Butler, Pennsylvania | ||
TEL: (814) 726-2140
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TEL: 724-214-5803 | TEL: 724-214-5804 |
NORTHWEST BANCSHARES, INC. TO ACQUIRE NEXTIER BANK
Warren, Pennsylvania and Butler, Pennsylvania. May 5, 2010
Northwest Bancshares, Inc. (Nasdaq Global Select Market: NWBI), the holding company
for Northwest Savings Bank, and NexTier, Inc., the holding company for NexTier Bank,
announced jointly today that they have entered into a definitive agreement whereby
Northwest Bancshares, Inc. and Northwest Savings Bank would acquire NexTier, Inc. and
NexTier Bank. Under the terms of the agreement, the shareholders of NexTier, Inc. will
receive $200.00 in cash for each outstanding share of common stock of NexTier, resulting in
a cash payment by Northwest of approximately $20.3 million. As described in the definitive
merger agreement, the purchase price is subject to downward adjustment if interim loan loss
provisions exceed specified amounts. Each of the Boards of Directors has approved the
transaction. The transaction is expected to be completed in the fourth quarter of 2010 and
is subject to approval by the NexTier, Inc. shareholders and applicable regulatory
authorities and to other customary conditions.
Donald Shamey, Chief Executive Officer of NexTier Bank, stated, We are extremely excited with the
prospect of becoming part of the Northwest Bancshares team. Northwest has developed a superb
reputation in the industry as a full-service banking organization that delivers quality products
and services to its customers. We hope to leverage these strengths and the added resources that
Northwest will bring to our market to better serve and greatly expand our customer base in western
Pennsylvania, especially the Greater Pittsburgh market.
Margaret Irvine Weir, President of NexTier Bank, added, Our goal in seeking a merger partner
was to find an institution with a similar culture of caring for its employees and exceeding its
customers expectations. We also looked for a partner with a reputation for community involvement.
We are confident we have found such an institution in Northwest. We were particularly impressed
that Northwest had been named one of Americas 100 Most Trustworthy Companies by Forbes and had
recently been named by J.D. Power and Associates the number one bank in the Mid-Atlantic Region in
its 2010 Retail Banking Customer Satisfaction Survey.
William J. Wagner, President and Chief Executive Officer of Northwest Bancshares Inc.,
stated We are pleased to announce the merger with Nextier and the expansion of our network
north of Pittsburgh. NexTier is a financial institution with a long history of exceeding
its customers expectations while remaining a good corporate citizen in the communities it
serves. Wagner added NexTier has historically maintained strong levels of net interest
income and fee income which results from its emphasis on funding its loans with core
deposits. When these components of income are combined with the synergies we expect to
realize from this inmarket merger, the addition of NexTier will be accretive to
Northwests
return-on-assets, return-on-equity and earnings per share. From the perspective of shareholders
equity, the transaction is only slightly dilutive to Northwests tangible equity position. In
addition to the positive financial impact from the merger, we are excited that our combined network
of offices in Butler, Armstrong, and Allegheny Counties39 totalwill give us significant market
share north of Pittsburgh.
Luse Gorman Pomerenk & Schick served as legal counsel to Northwest Bancshares, Inc.,
and Janney Montgomery Scott LLC served as financial advisor. Kirkpatrick Stockton LLP
served as legal counsel to NexTier Inc., and Sandler ONeill & Partners, L. P. served as
financial advisor.
About Northwest Bancshares, Inc.
Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc.
has assets of $8 billion and currently operates 171 community banking facilities in
Pennsylvania, New York, Maryland, Ohio and Florida. It is a full-service financial
institution which features retail and commercial banking products as well as trust and
investment management services, and insurance products.
About NexTier, Inc.
Founded in 1878, NexTier, Inc. has assets of $583.7 million and shareholders equity
of $23.0 million. NexTier Bank operates sixteen full-service banking facilities in Butler,
Allegheny and Armstrong Counties in Pennsylvania. It is a full-service institution offering
retail and commercial banking services, wealth management services and insurance sales.
Investor Conference Call: Executives from Northwest will host a conference call with investors and
the financial community at 10:00 AM Eastern Time on Thursday, May 6, 2010 to discuss this
transaction. Those wishing to participate in the call may dial toll-free 1-866-804-3546. A replay
of the call will be available until May 21, 2010 by dialing 1-888-266-2081, access code 1455643. An
investor presentation on this transaction is also available at the investors relations section of
Northwests website www.northwestsavingsbank.com.
# # #
The news release contains certain forward-looking statements about the proposed merger of Northwest
Bancshares, Inc. and NexTier, Inc. Forward-looking statements can be identified by the fact they
may include words like believe, expect, anticipate, estimate, and intend, or future or
conditional verbs such as will, would, should, could, or may. These forward-looking
statements are based upon the current beliefs and expectations of Northwests and NexTiers
management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the companies control. Certain factors
that could cause actual results to differ materially from expected include delays in completing the
merger, difficulties in achieving cost savings from the merger or in achieving such cost savings
within the expected time frame, difficulties in integrating Northwest and NexTier, increased
competitive pressures, changes in the interest rate environment, changes in general economic
conditions, legislative and regulatory changes that adversely affect the businesses in which
Northwest and NexTier are engaged, changes in the securities markets, and other factors. Actual
results may differ materially from the anticipated results discussed in these forward-looking
statements. Northwest and NexTier do not undertake, and specifically disclaim, any obligation to
publicly release the results of any revisions that may be made to any forward looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances after the date of
such statements.