Northwest Bank’s Merger With MutualBank

MutualBank's main office is located at 110 E Charles Street in downtown Muncie. Photo by: Mike RhodesMutualBank's main office is located at 110 E Charles Street in downtown Muncie. Photo by: Mike Rhodes

WARREN, PA and MUNCIE, IN— Northwest Bancshares, Inc., (“Northwest”), (NASDAQ: NWBI) and MutualFirst Financial, Inc., (“MutualFirst”) (NASDAQ: MFSF) jointly announced the signing of a definitive merger agreement pursuant to which Northwest will acquire MutualFirst, the Muncie, Indiana-based holding company and parent of MutualBank, in an all-stock transaction valued at $39.89 per share (based on Northwest’s 15-day volume weighted average closing stock price ending on October 23, 2019), or approximately $346 million in the aggregate.

The transaction is immediately accretive to Northwest’s earnings per share, excluding merger costs, and increases its stand- alone earnings per share by over 10% on a run-rate basis. Further, it gives Northwest access to an attractive new region of prospective customers. The acquisition provides Northwest with an additional $2.1 billion in total assets, $1.6 billion in total deposits, $1.5 billion in loans and 39 banking locations, based upon financial information as of September 30, 2019.

David W. Heeter, President and Chief Executive Officer of MutualFirst, will be named Regional CEO and market leader for Northwest’s Indiana franchise after the merger is consummated and will report directly to Ronald J. Seiffert, President and Chief Executive Officer of Northwest.

Mr. Heeter commented, “During our proud 130 year history, MutualBank has been committed to serving our clients and local communities. Through a consistent level of superior quality service, our dedicated staff has grown a loyal commercial and retail customer base. We are very excited about joining the Northwest team. Northwest has demonstrated a similar commitment to its clients, employees and the communities it serves, shares our core values and has an outstanding record of enhancing shareholdervalue.”

In addition to Mr. Heeter, leadership continuity will be preserved with Christopher L. Caldwell, Senior Vice President of commercial banking at MutualBank, leading the commercial lending team in the Indiana market for Northwest and Christopher D. Cook, current Chief Financial Officer of MutualFirst, transitioning to Chief Operations Officer in the Indiana market.

Mr. Seiffert stated, “Indiana is an attractive market with a business friendly environment which we have targeted as part of our Mid-Atlantic and Midwest expansion plans. MutualFirst represents a unique and sizable opportunity that is highly accretive to both Northwest’s franchise value and shareholder value. Maintaining MutualFirst’s executive management team and the presence of similar cultures allows us to consistently serve the customer base with little to no disruption. We believe MutualBank’s customers and employees will embrace Northwest’s culture and values and appreciate the additional products and services of a larger community bank which should also create additional growth potential.

Northwest Bank’s merger with Indiana’s MutualBank

Northwest is pleased to announce that we have signed a definitive agreement to acquire MutualBank, headquartered in Muncie, Indiana. Completion of the transaction is subject to customary closing conditions, including regulatory approvals.

Customers do not need to take any action at this time and there will be no changes to their MutualBank accounts until the transaction closes in the second quarter of 2020. Over the next few months, they will receive information from Northwest, including a comprehensive, easy-to-follow guide that will provide information about how the conversion affects their accounts and steps they may need to take to ensure a smooth transition. Whether they use debit or credit cards, checks or online and mobile banking, personal and business customers will automatically receive everything they need to manage their accounts and ensure no interruption of service.

The Northwest and MutualBank teams are committed to working together to evaluate MutualBank staffing to ensure the merger causes minimal employee impact impact.  Customers will continue to work with the same friendly, knowledgeable MutualBank customer-facing teams they’re used to. Northwest recognizes the level of banking talent in Indiana and will seek opportunities to grow its franchise and add jobs across the state.

Northwest looks forward to continuing to promote economic development and support the local communities, families and businesses.

For more than 120 years, Northwest has been a trusted bank in its communities. And while the bank has grown, our hometown approach hasn’t changed. Nationally recognized for our commitment to excellence, Northwest is a financially-strong, full-service financial institution dedicated to its employees, customers, communities and shareholders. As banking and customer preferences evolve, Northwest remains committed to investing in its people, technology and office network to ensure customers receive high-quality, friendly and efficient service.

We’re extremely proud to have been selected as the preferred partner for MutualBank and look forward to enhancing our presence and further contributing to the renewed energy and prosperity across Indiana.

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 investment management, as well as personal and business insurance services. Northwest operates 172 full-service offices and ten free-standing drive through locations in Pennsylvania, New York and Ohio. Northwest Bancshares, Inc.’s common stock is listed on the NASDAQ Global Select Market as NWBI.

About MutualFirst Financial, Inc.:
MutualFirst Financial, Inc. is a bank holding company, founded in 1889 and headquartered in Muncie, Indiana. Its wholly-owned subsidiary, MutualBank, serves people and businesses through retail and commercial banking, MutualFinancial Investment Services, and MutualWealth Management Group. With 39 locations in 16 Indiana counties, MutualBank offers solutions for nearly every financial need. MutualBank also operates a subsidiary of mortgage solutions through SummitMortgage, Inc. and they can be found at MutualFirst Financial, Inc. is traded on the NASDAQ Global Market under the symbol “MFSF”.