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Northwest Bancshares to commence second step conversion and offering
[November 16, 2009]

Northwest Bancshares to commence second step conversion and offering


Nov 16, 2009 (Datamonitor via COMTEX) -- Northwest Bancorp has announced that Northwest Bancshares, the proposed holding company for Northwest Savings Bank, and Northwest Bancorp, MHC, have received conditional regulatory approval to commence the second step conversion and offering.

Northwest Bancorp also announced that the registration statement relating to the sale of common stock of Northwest Bancshares has been declared effective by the Securities and Exchange Commission.

Northwest Bancshares is offering for sale the 63% ownership interest currently owned by Northwest Bancorp, MHC in Northwest Bancorp which is equivalent to between $539.8 million and $730.3 million, or between 53.97 million and 73.02 million shares of common stock at $10 per share.


Northwest Bancshares may increase the number of shares that it sells in the offering, without notice to persons who have subscribed for shares, by up to 15%, to $839.8 million or 83.98 million shares, as a result of market demand, regulatory considerations or changes in financial markets.

The subscription and community offerings began on November 12, 2009 and are expected to expire on December 3, 2009. Shares not sold in the subscription and community offerings are expected to be sold in a syndicated community offering that will commence at a later date.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of Northwest Bancorp will be exchanged for between 1.7632 and 2.3855 shares of Northwest Bancshares, subject to a 15% increase to 2.7433 shares, based on the independent appraisal.

The offering and exchange ratio ranges could change as a result of regulatory review or due to updates to the independent appraisal, reflecting, among other things, changes in market conditions before or during the offering. After the completion of the conversion and offering, Northwest Bancshares will be 100% owned by public stockholders.

The completion of the conversion and offering is subject to, among other things, selling a minimum of 53.97 million shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the depositors of Northwest Savings Bank as of October 26, 2009, and receipt of the approval of the stockholders of Northwest Bancorp as of October 30, 2009.

Stifel, Nicolaus & Company is assisting Northwest Bancshares in selling its common stock in the subscription and community offerings.

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