Penns Woods Bancorp (PWOD) Announces Merger Agreement with Northwest Bancshares

Penns Woods Bancorp, Inc. (PWOD), a Pennsylvania corporation, disclosed in a Form 8-K filing with the Securities and Exchange Commission that it has entered into an Agreement and Plan of Merger with Northwest Bancshares, Inc., a Maryland corporation. The merger agreement outlines that Penns Woods will merge with Northwest, with Northwest being the surviving corporation.

The agreement further states that Penns Woods’ subsidiary banks, Jersey Shore State Bank and Luzerne Bank, will merge with Northwest Bank, a wholly-owned subsidiary of Northwest, with Northwest Bank as the surviving entity. Both companies’ boards of directors have unanimously approved the merger agreement and the transactions involved.

As per the terms of the agreement, each share of Penns Woods Common Stock will be converted into 2.385 shares of Northwest Common Stock at the Effective Time. Fractional shares will be settled in cash. Additionally, outstanding options under Penns Woods’ equity incentive plans will vest fully and be converted into a cash payment based on the Merger Agreement.

The tax-free reorganization under Section 368(a) of the Internal Revenue Code is an intended outcome of the merger. As part of the agreement, Northwest will appoint Richard A. Grafmyre, Penns Woods’ Chief Executive Officer, to its board of directors. The Merger is expected to close in the third quarter of 2025, subject to customary closing conditions and approvals, including shareholder and regulatory consent.

Termination clauses outline various conditions under which either party can end the Merger Agreement. Additionally, Northwest entered into support agreements with Penns Woods directors who hold shares, ensuring their vote in favor of the merger.

Readers are advised that the described Merger Agreement is a partial representation and should be viewed in conjunction with the full text of the agreement attached to the Form 8-K filing. Northwest will file a registration statement with the SEC to register shares issued in the merger, providing essential information for investors and security holders.

Investors are encouraged to stay updated with the SEC filings of both Penns Woods and Northwest to have a comprehensive understanding of the merger implications and proceedings as they develop.

The information provided contains forward-looking statements and involves risks and uncertainties that could cause outcomes to differ materially from expectations. Both companies commit to updating information as necessary and as required by law.

This communication does not constitute an offer to sell securities or a solicitation for buying them where unlawful. Shareholders should read all relevant documents filed with the SEC for complete details about the proposed merger.

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.