Northwest Bancshares to acquire Penns Woods Bancorp in all-stock deal valued ~$270M

Northwest Bancshares, Inc.

All-stock acquisition of Penns Woods Bancorp for ~$270.4M; exchange ratio 2.385 NWBI shares per PWOD share.
Consideration valued at $34.44/share, ~139% tangible book, 12.8x LTM core earnings, 5.2% core deposit premium.
Transaction expected ~23% accretive to 2026 EPS; TBV dilution ~9%, earnback <3 years using cross-over method.
Pro forma combined assets >$17B; adds 24 branches in PA; expected close Q3 2025.
Richard Grafmyre (CEO of Penns Woods) to join Northwest board post-closing.

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