Penns Woods Bancorp (NASDAQ: PWOD) Enters into Merger Agreement with Northwest Bancshares, Inc. – An Exciting Partnership Unfolds

Penns Woods Bancorp, Inc. disclosed on December 17, 2024, that the company has engaged in an Agreement and Plan of Merger with Northwest Bancshares, Inc., as reported in an 8-K filing with the Securities and Exchange Commission. The merger agreement involves the consolidation of Penns Woods with Northwest and the amalgamation of Penns Woods’ subsidiary banks, Luzerne Bank and Jersey Shore State Bank, with Northwest Bank, a subsidiary of Northwest Bancshares. The surviving entity post-merger will be Northwest Bank.

Northwest Bancshares, Inc., the bank holding company for Northwest Bank, and Penns Woods Bancorp, Inc., the multi-bank holding company of Jersey Shore State Bank and Luzerne Bank, announced a definitive Agreement and Plan of Merger on December 16, 2024. This agreement sees Northwest acquiring Penns Woods through an all-stock transaction valued at approximately $270.4 million. Combining the organizations is set to enhance their presence significantly in North Central and Northeastern Pennsylvania, with a pro forma total asset expectation exceeding $17 billion, ranking them among the nation’s top 100 largest banks.

Penns Woods, headquartered in Williamsport, Pennsylvania, boasts assets of approximately $2.3 billion, total deposits of $1.7 billion, and total loans of $1.9 billion as of September 30, 2024. The merger is slated to enhance the Pennsylvania banking landscape by adding 24 branch locations across various counties and linking Northwest’s presence in both eastern and western Pennsylvania.

Under the terms of the Agreement, Northwest will exchange shares of its common stock for all outstanding shares of Penns Woods common stock. Shareholders of Penns Woods will receive 2.385 shares of Northwest common stock for each share held once the merger becomes effective. The transaction, based on Northwest’s stock price of $14.44 as of December 16, 2024, values each Penns Woods share at $34.44, representing a 139.0% multiple of tangible book value.

The merger is anticipated to be tax-free and is expected to be completed in the third quarter of 2025, subject to customary closing conditions and regulatory approvals. The combination aims to bring additional value to customers, employees, and shareholders of both entities, with Northwest expecting the transaction to be accretive to 2026 earnings per share.

Upon closing the transaction, Jersey Shore State Bank and Luzerne Bank branches will transition to operate as branches of Northwest Bank, expanding their footprint significantly. Louis J. Torchio, President and CEO of Northwest, expressed enthusiasm about the partnership, highlighting the strategic growth it represents. Similarly, Richard A. Grafmyre, CEO of Penns Woods, highlighted the long-term benefits and growth opportunities the merger would bring to all stakeholders.

Investors and shareholders are advised to stay informed about the developments by following the SEC filings from both companies and reviewing the proxy statement and prospectus released regarding the merger.

This press release contains forward-looking statements governed by federal securities laws. Actual outcomes might differ from the anticipated benefits and timelines due to various factors, as detailed in the companies’ previous annual reports. Additionally, Janney Montgomery Scott, LLC, Dinsmore & Shohl LLP, Stephens Inc., and Stevens & Lee, P.C. are advising Northwest and Penns Woods in the transaction.

For further information about Northwest Bancshares, Inc. and Northwest Bank, visit www.northwest.bank. Details about Penns Woods Bancorp, Inc. and its subsidiaries can be found at www.pwod.com.

Investors are encouraged to access the SEC filings at www.sec.gov, as well as the companies’ respective websites, for more information on the proposed merger and related updates.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Penns Woods Bancorp’s 8K filing here.

Penns Woods Bancorp Company Profile

Penns Woods Bancorp, Inc operates as the bank holding company for Jersey Shore State Bank, which provides commercial and retail banking services to individuals, partnerships, non-profit organizations, and corporations. It accepts time, demand, and savings deposits, including super NOW accounts, statement savings accounts, money market accounts, and certificates of deposit, as well as checking and individual retirement account (IRAs) accounts.